


The Other Side

by BigSaij



Category: My Little Pony: Friendship is Magic
Genre: Gen
Language: English
Status: Completed
Published: 2019-10-17
Updated: 2019-11-21
Packaged: 2020-12-17 07:02:55
Rating: General Audiences
Warnings: Major Character Death
Chapters: 18
Words: 58,711
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/21050273
Author URL: https://archiveofourown.org/users/BigSaij/pseuds/BigSaij
Summary: One purple unicorn thought it was a good idea to send a possessive amulet through time and space.Time and Space though it was a good idea to give it to a human that embodies some of the worst traits of humanity.Obviously, all parties involved are out of their minds.





	1. Another Land

_I gotta hurry, or else all the adults will be out of the good stuff by the time I get here! _I thought to myself as I hastily swung the blue sweater around my arms. Slipping into pink slippers, I grab my overly large skeleton helmet and flip it around.

**Thwack! **Something metal slammed onto my head, leaving me with a not-insignificant bruise there. The steel amulet thunked on the floor, the shining red jewel reflecting moonlight back at me.

"Huh, would you look at that." I picked up the necklace, taking a closer look at it. The unicorn-pegasus hybrid stared back at me, the shining metal gleaming darkly. In the center was a large red gemstone, radiating with malicious intent.

_Well, I know I didn't put that there, _my brain told me, _and I don't think this is something someone would just leave in my costume._

After debating with myself for a second, I put the artifact on underneath my costume. As safe as it was in this little town, flaunting around something like that was sure to bring the wrong kind of attention.

I then proceeded to fit on my giant skeleton head, after checking for any more surprises inside. Thinking about nothing but candy at that point, I grabbed my purple pumpkin bucket and galloped out the door.

Little did I know the ordeal I had just subjected myself to.

\---

The skeleton costume was, all in all, a decent success. The adults only saw a well crafted homemade monster; it was the other children where I really shined. Some hecklers had told me to get with the times, but hey. You can't please everyone.

Besides, who cares whether you're Sans when your bucket is full of sweets?

I was just about to take off my helmet when I felt a faint tugging at my chest. Patting myself down, I remembered the extra addition from earlier. It seemed to pull towards some location behind me. _Good thing ghosts aren't real, right?_ I laughed.

So imagine my surprise when it made me turn a complete 180, all but shoving me into the pink and purple vortex that had just appeared. The portal sucked me in, costume, bucket and all.

Now, I'm usually a calm, rational human being. However, this is one of the rare cases where I let myself go. Screaming at the top of my lungs, I ducked, covered and rolled around, doing everything I could think of to escape whatever this thing was taking me. The girly colors were doing nothing to persuade me that I wasn't going to land in some evil overlord's cage.

I must have done something right, though, because I managed to escape the tunnel of doom early. I also managed to land feet first on the dirt path below me, looking out over the quaint little village just beyond the river.

Well, quaint is how I would have put it. Most people would have labeled it as "medieval". The roofs were, after all, mostly looking like they were made out of straw. _Must be a renaissance fair,_ I wondered.

_Might as well check it out, my_ brain continued. _I might be out of costume, but it's better then the creepy forest behind me._

As I walked towards the small town, I pulled out the necklace from earlier. Nothing about it had changed; the metal was still metal, the gems were still gems and the scary vibe still emanated from it. I chose not to hide it anymore, as I was going to sell it to the nearest buyer anyway. The faster I got the thing away, the better.

Getting into the village proper now, it wasn't the rather unscary costumes that were all around, nor was it the extremely medieval buildings, which looked much more realistic up close that unsettled me.

No, it was the fact that everyone around me walked on four legs. And I meant EVERYONE. Not a single person in town walked on two feet.

Even weirder, I could tell that everyone was dressed up as a pony! Some were even dressed up as ponies dressing up as other things! It was just... costume-ception.

A purple pony walked up to me. She was wearing a beard and a comically large blue cape and hat. _Not the greatest wizard costume, _I thought, _but the pony itself is very realistic. The wings and horn almost look real!_

"Wow, it must be hard staying on two hooves in that skeleton costume!" she said. "Though I've never seen a skeleton quite like that..."

I rolled my eyes. Yes, there were some people who had never seen your costume before. Usually though, they just brushed it off. This pony, on the other hand, leaned in even closer.

"And what is that hanging around your neck? It almost looks like..." She snapped her head back. Backing away slowly, I had a bad feeling about this.

"No, that's impossible! I sent the Alicorn Amulet somewhere safe! How did you get your hands on it?" The look of complete surprise on her face slowly gave way to one of determination.

"Applejack, Pinkie Pie, Rainbow Dash, Rarity, Fluttershy!" Out of the crowds around the purple unicorn-pegasus five other ponies emerged. _Man, they are taking their costumes wayyy too seriously__._ My brain was setting off all sorts of alarm bells. _It's kind of scary..._

"What is it, Twilight?" She quickly pointed a hoof at me. "What's wrong with- Hey, how'd you get your hand on THAT?" The rainbow one was actually flying, or at least seemed to be. _I'll have to ask later how she's pulling it off._

"Now listen here feller, just hand over that amulet and we'll let you be on your way." The orange one had an unbelievably thick country accent.

Now, facing six different people in pony costumes who were looking dead set on stealing my newly acquired and possibly expensive necklace, I did the one thing any sane person would do.

I ran for my life.

"Get em, girls!" Now, contrary to most people's beliefs, I was in fact not out of shape. In fact, I was considered healthily fit for my age, and could run at a fairly decent pace.

However, my endurance was to say, lacking in my department. After about fifteen seconds of straight out sprinting, I was forced to slow to a fast jog. Now, this wasn't a smart decision, I know, but if I push myself too hard I get these awful side cramps, and those take FOREVER to go away.

Looking back at my pursuers, I could clearly see that they were gaining on me. Not only that, but there seemed to be less of them. Wasn't there six just a few seconds ago?

"Hey buddy, over here!" I, being very gullible, turned and looked over there. I was met with a rainbow hoof to the face. Flipping over, I gaining yet another bump on my noggin landing on the ground. The large mask did absolutely nothing to cushion the fall.

My brain became a little hazy after that. The blurry outlines of six colorful ponies crowded my narrow tunnel vision, looking down at me from above.

"What do we do with him? It's not like we can just take it off." A very posh voice if I've ever heard one.

"We'll take him to Princess Celestia. She'll know what to do with him." The last thing I remembered before everything faded to black was being surrounded by a faint purple glow, being lifted off the ground.

\---

The castle dungeon, compared to all the other dungeons I've ever seen, rated pretty well for me.

Sure, it was a little dank and the stone walls didn't exactly give off a comforting vibe, but at least it was clean and didn't smell THAT bad. The manacles chafed a bit into my skin, though. They also glowed with mysterious runes.

I was a little busy to notice all these things at first, though. When I woke up in chains behind bars, I was scared out of my fricking mind. This was obviously some sort of kidnapping, to take the amulet that was still mysteriously on my neck. They hadn't bothered taking off my costume, either.

Fear slowly turned into boredom, however, and I was almost fast asleep again when I heard footsteps coming down the hall. Wait, scratch that. Hoofsteps, by the clopping noise.

Now, when I first saw her, my listlessness quickly turned into downright awe. The sheer scale and attention to detail in this costume blew all the others out of the ballpark.

The collar, looking made out of real gold, inset with a purple gemstone. A tiara of similar looks, laying on a rainbow colored mane that constantly shifted across. The hooves, with beautifully carved golden shoes. The wings, with each feather discernible on them. And the horn, looking polished and pearly white, gleaming in the dungeon.

One look, and anyone could tell that real or not, this character was not one to be trifled with. Maybe because she stood almost twice as tall as everyone else.

"I am Princess Celestia, diarch of Equestria," she introduced as a yellow hue appeared around her horn. The same glow appeared on the cell door, which promptly opened for her.

My brain, which had just about reached its limit on the amount of weirdness, basically exploded into a pile of mush. That one act, simple as a door opening without touching it, was apparently the straw that broke the camel's back. Whatever was left in my skull started thinking, _What if all of this is actually real?_

It may have been at this point that I started hyperventilating.

Celestia didn't seem to notice. "Now skeleton, I want you to tell me how exactly you got your hands on the Alicorn Amulet."

"Oh, you mean this thing?" I tried to point to it, but it's kind of hard to when, you know. The shackles. "I found it last night in my costume."

There was a slight look of surprise on her horse face. "Your... costume?"

"Yes, my costume." I was just able to point at the giant helmet on my head. "Right in here."

"You mean, this isn't your true form?"

I laughed. "No, of course not! I'd have taken off my halloween costume by now, if I wasn't chained to the wall!" I gave them a good rattle, to indicate my point. "By the way, do you mind taking these things off for a moment?"

"And let you have the chance to use dark magic? I think not!"

I rolled my eyes. "Yeah, like I can do magic."

After what seemed like careful thought and consideration, the glow returned around her horn. A singular manacle opened.

Giving a little shrug, I set to work taking off the mask. Using only one hand, it took a good solid minute to remove the darn thing, but I eventually got it. Was I thankful, too. It was getting hot and sticky in there.

The pony princess seemed to give a little cry of shock as my head came free. I had no idea what that meant; it was almost like she had never seen another human before.

As I dropped the mask to the floor, I looked back up at her. "Now how about you take off your costume?" I asked.

She looked indignant. "My costume?"

I sighed. "Yes, your costume." I chose, very poorly at the time, to tease a bit. "Unless of course, you're an actual pony."

"An actual pony? Yes I may be an alicorn, but I'm still not different then any other pony!"

This elicited an even bigger eye roll then last time. "Well, if you're an actual pony, then that means I'm in a different universe. In order for that to happen, I would need to go through some sort of magical... portal..."

"Oh." My brain had finally fused back together a bit and worked out a theory. Or at least, a theory in progress. That through that vortex from earlier, I was now in a land of magic ponies. The plot seemed familiar, yet I couldn't place my finger on it...

Celestia seemed to realize she'd been sidetracked. "So you just found the Alicorn Amulet, a artifact of tremendous dark power, sitting in your... costume?"

I gave a sort of sheepish grin. "I guess so. It was just like someone had teleported it there. A purple pony, I think her name was 'Twilight', said she sent it somewhere safe. Well, it obviously wasn't safe enough."

"Twilight Sparkle, what did you do?" I could her her mutter. "Well, that is not the most pressing concern right now. You must take off the amulet!"

At that point I was becoming a little protective of my so called "Alicorn Amulet". I clutched it close to my chest. "No."

"...No?"

I shook my head. "My apologies, princess," I gave a mock bow; not easy when an arm is still chained up, "but I must decline."

"Now this isn't just some petty gesture to piss you off or something," I continued, "It's because I can tell that there's power in this thing. It just radiates off it, just as it does for you. If I can unlock it; if there's even a chance that I can use magic like you, I must try."

"With no ill intent towards you and your subjects, of course," I hastily added.

She seemed to mull this over for a bit. "Very well, I will not force this upon you yet. Now get some sleep," she said giving me a one over. "You look like you need it."

I gave a smirk, then motioned with my head towards the cot. "Chained up, remember?"

As the second shackle came undone, I fell to the ground. Being forced in some sort of standing-kneeling position for that long does not help out body posture.

"Now, sleep." It sounded more like a command then a suggestion, but who was I to argue? My body certainly didn't.

I basically slammed onto the cot, getting myself into a comfortable position as I heard the cell door open and close behind me. Now, apparently my body doesn't count shackled sleeping, because I almost fell asleep faster then when I took a hoof to the face.

I was out like a light.

\---

My brain has a variety of dreams. Sometimes they're as clear as crystal, sometimes they're hazy, and sometime I have none at all.

This one takes the cake for weirdest dream yet.

I was in a room full of turning gears. They all rotated with pinpoint accuracy, and it looked as if even the slightest touch could derail the whole thing. _Just like my brain, _the brain inside my brain thought.

"So, you have finally arrived." I turned to face the dark "Alicorn" behind me. She didn't look as regal as Celestia, and was a tad bit shorter, too. She still had the aura of royal authority, though.

And also like she had no qualms about kicking my ass.

"I will not repeat the questions of my sister, she has already told me of your interrogation. We just want to know one thing.

She pointed a hoof out, and the same amulet from earlier appeared out of thin air. "Why are you so set on learning to use the amulet?"

Oh great. Looks like they were tag-teaming now. I gestured towards the clockwork around us.

"If you could not tell from my brain, knowledge is a part of me. Not knowing something, like for instance the amulet, drives me crazy. Trying to learn its secrets is just an instinct for me."

"And that is the only reason?" The pony looked skeptical.

"Well... maybe not the only reason." On a hunch, I snapped my fingers. The steampunk theme around us faded away, being replaced by a middle school classroom.

"People like me want power. It gives us the same warm feeling as, say, subjugation or wealth. Power is something that most naturally crave."

"However! I don't wish to rule your lands or lord over your precious ponies," I said, sensing that things were starting to drift from my favor. "I simply want power just to have it, not to use it. Understand?"

"Your villainous motives are... confusing. I will have to consult with my sister on this." She turned, a wooden door appearing in midair. Without another word, she walked through, the door closing and disappearing behind her.

Then, with no magical pony holding it together, the dream shattered.

\---

At first light the next morning, or was it first dark? Noon? Midnight? Inside the dungeon, it was impossible to tell.

Well, at some specific point of time after I woke, two unicorn guards came to my cell.

"Come. The princesses are waiting." The door opened, and I was immediately handcuffed. They then escorted me down the hall and up the spiral stone staircase. At this point I was feeling a little underdressed; A orange t-shirt and sweatpants isn't exactly what most would wear in front of royalty, or even when escorted by royal guards.

There was no time for that though. It wasn't like I could just grab some fresh clothes on the way there.

Anyway, I was led through some sort of castle, filled with stunning mosaics and shining with precious metals and jewels. The palace itself was massive; I must have gone through at least ten different hallways and three different staircases.

Eventually, I came to a massive set of double doors, flanked with two more shining golden guards. They opened the doors without a word.

Inside, the thing that caught my attention the most was the single throne at the end. Princess Celestia sat on it, ready to listen to complaints, forge new laws, or in my case pass out judgement.

Her sister, the dark and scary one, sat on a slightly lower dais to the side. I didn't know her name yet; probably should have asked back in lala land.

After reaching the appropriate distance away from the royals, I suddenly remembered some royal etiquette from a play I participated in a few years back. "Princess Celestia," I said bowing my head. "And Princess..."

"Luna," the younger sister said, looking a bit miffed.

"So, do what do I owe the pleasure?" I must admit, a bit of sarcasm crept into my voice.

The two sisters were having none of it. "My sister and I believe we have found an mutually beneficial agreement for all of us, seeing as how you've proven you won't take the amulet off willingly."

"Oh really?" I said dryly. Usually "mutually beneficial agreement" meant it was really a series of demands.

"We have chosen that you may leave the dungeon, and rejoin equestrian society with the Alicorn Amulet, if you agree to a few terms."

"One. You will be subject to a magic dampener by my student, Twilight Sparkle."

"Two. You will become a student under Twilight Sparkle, and she will head your magic studies."

"Three. You will never use your dark magic against a citizen of Equestria."

"Is that clear?" I mulled it over in my head. Yes, the restrictions were annoying and all, but the dungeon was much worse. Also, contrary to most people my age, I actually enjoyed learning. Weird, right?

"I accept your terms," I said giving another bow. "Now, where can I find this 'student' of yours?"

Celestia pointed a hoof outside. "A chariot will take you to Ponyville. The guards will escort you there."

I flipped them a pretend hat. "Then I bid you adieu."

As the heavily armored unicorns flanked my path back, I couldn't help but give a small smirk. A teacher? How was she going to "guide" my studies?

It wasn't like she was a magical control freak, right?

...Right?


	2. Ponies, Ponies, and More Ponies

"Ok, this is epic," I said as I looked over the beautiful landscape that was Equestria. The scenery almost looked like something out of a fairy tale. Being about a million feet up in a flying chariot did have its picture taking advantages.

All good things must come to an end, however, and sooner rather then later I was dumped back into the village from who knows how long ago. Unfortunately this was where my new "teacher" lived.

There were few ponies out at this time of day. The ones that were out and about seemed to slink away at my presence, almost afraid. _Guess they've never seen a human before._

Now, if you haven't noticed, I was on a bit of an unlucky streak. Call it karma, call it the universe hating on me, but things were generally not going well for me so far. The powers that be kept throwing curveball after curveball.

It seemed that another throw had just gone down.

The entire time I had been walking through my brain was only focusing on one thing. _Not the rainbow one. Please, anything but the rainbow one._

So of course, it was the rainbow one.

She came down from the sky at at least mach two, coming to a halt right in front of my face. "And what the hay are YOU?"

_Oh right, the costume._ That wasn't the end of it, though.

"And what's that hanging around your- HEY!" The pegasus pushed my amulet. "So, you escaped the castle? It should be easy enough to get you back there!"

A single pony I might have been able to take on in a fair fight. Fate had other ideas.

"...and that's a Pinkie Promise!" The other five from earlier rounded the corner, coming across our little "battle".

"Hey Rainbow, what's all this ruckus?" That was definitely country orange.

"Looks like our pal got out using the amulet!" On that, everyone was on me like a New York minute. I put out my hand before they could lay the beatdown on me.

"Now before you go around punching me into submission, you might want to listen to this." I pulled out a scroll, unfurling it like a royal messenger.

"_To all citizens of Equestria, this creature is currently under royal permission to wield the Alicorn Amulet. He is also under the guidance of Princess Twilight Sparkle, and should be treated as a protege should. Signed, Princess Celestia."_

With that, everypony turned to face the purple one. The pink one with the frizzy mane started bouncing up and down. "Wow Twilight, you got a new student! And he's not even a pony! Thisneedsapartyandacakeandstreamersand"

"So you're Twilight, huh? Guess I know who I'll be crashing with while I'm 'learning magic'!" I walked over and gave the princess a noogie.

Twilight, being a pony as tall as myself, was easily able to escape. "Give me that!" The scroll magically flew out of my hands.

"A teacher? Me? Without any sort of warning?"

Now, knowing that she was a student herself under Celestia, I pulled probably the meanest trick I could've ever thought of. I leaned over and whispered "She said it was a test."

**"A TEST?!?!"**

\---

"Is she always like this?" I asked Spike, who was trying to hold about a million books at once.

"Well, considering that the princesses are involved, I think Twilight's taking it pretty well."

Books magically flew across the entire room, rapidly flipping through different pages of containment spells. Twilight had already gone through a massive stack of them, but the shelves didn't even seem half empty yet. _One of the perks of living in a library, I suppose._

"Aha! Here it is!" For the millionth time, the princess turned and shot a purple blast at the golden bracer sitting on the table. "And that should be all of them!"

A purple hue appeared around the accessory, lifting and attaching it to my wrist. "That should keep your magic in check! It also has a bunch of alarm spells on it, so don't even try to take it off!"

"Uh, Twilight?" I asked while she started resorting the books back onto the shelves, "I'm supposed to be your student, remember? How can I learn magic if you've blocked it all?"

The purple pony paused to give me an eye roll. "Relax, I didn't seal all your magic away. You should still be able to learn basic levitation and such."

"Oh." Thinking of nothing else to say, I waited for my teacher to finished filing the books away. After she finished, Twilight sat down in a chair across from me.

"Spike, take some notes on anything he says that's important. The baby dragon pulled out a piece of parchment and a quill from nowhere. Maybe he had dragon pockets?

"So," said Twilight, getting down to business, "what exactly are you?"

I was taken a bit aback at this question. "What am I?"

She made another eye roll. "Yes, what are you. I haven't seen or read anything like you in my books."

_Oh right, the interdimensional thing. _I paused, unsure how to begin.

"Before I can get to that, I need to tell you how I got here. Do you know how I got this amulet in the first place?"

Twilight shook her head. "No, the last time I saw it was when I sent it to another dimension."

I pointed at her. "Bingo. Your little portal dropped it off on a little planet called 'Earth'. It's mostly inhabited by these creatures called 'Humans'."

She connected the dots even faster then I thought. "So you're a human. You found the amulet and got sucked back when I tried to summon it."

I gave her a thumbs up. "I sort of bailed out on the way, though, and landed right outside of town. I walked in, trying to find some help, when you found me and gave me a through thrashing. And the rest is, as we say, history."

"Alright, that all makes sense, but why were you dressed up as a skeleton when we first found you?"

I shrugged. "It was halloween." I saw her puzzled look. "What? You were all doing the same thing! I found you dressed up as a wizard!"

"Oh, I guess 'halloween' is what you call Nightmare Night." Twilight suddenly looked a bit embarrassed. "So uh, what's your name?"

"Huh? Oh, I'm Matthew. But enough about me. What should I know about you, princess?"

Twilight thought for a second. "Well, I'm an Alicorn. That's basically a unicorn, a pegasus, and an earth pony rolled into one. I'm the Princess and Element Bearer of Magic, along with my friends. I have a pet dragon named Spike, a brother named Shining Armor, I'm immortal, and-"

"HOLD ON A SECOND!" I jumped out of my chair, my jaw hitting the floor. "YOU'RE IMMORTAL?!"

Twilight seemed more surprised by my outburst then the fact that she was immortal. "Well, duh. All alicorns are!"

That did not help at all. "And who else is an alicorn, exactly?!"

"Well, there's me, Cadence, and of course Celestia and Luna. I mean, how could they raise the sun and moon otherwise?"

At this point my mouth looked like a snake about to swallow an egg. So not only were the princesses extremely powerful, but they were also immortal and raised the sun and moon themselves. My respect towards them shot up by about seventeen notches.

"So... anything else I should know?"

"No, I think that's everything."

I nodded, trying to get myself back under control. "Good. Then let's start the magic lessons.

\---

"Magic isn't something that's just stored in each unicorn's horn. It's also inherently around us, spread throughout all of Equestria. It's part of the fabric of the world." Twilight had summoned a chalkboard and was using a stick to point at some diagrams.

The first picture was magic being pulled into a unicorn's horn. "Our horns channel the magic needed to cast a spell from the world. That's why we can't cast magic in some places, because there's not enough inherent magic.

I raised my hand. "Well if you haven't noticed," I said dryly, "I don't exactly have a horn. How can I channel magic?"

Twilight seemed to ponder that for a second. "Well, we have our horns... and pegasi use their wings... to be honest, I don't know. Just reach out, maybe something will appear? I'm not the human expert, you are."

Feeling stupid, I held out my hand like I was pointing a stick at Twilight. I was totally expecting nothing to happen, and having to make her, I don't know, borrow her horn or something? So imagine the look on my face when solid shadow began to form at my fingertips.

It was black as night, which made it definitely look like dark magic. After making the length of a normal rod, the shadow condensed into an actual scepter. The metal grip was topped with a dark purple globe, surrounded by six steel horns. It had the air, all in all, of some dark overlord's weapon.

Which meant it did nothing to ease Twilight Sparkle's suspicions of me. Her eyes narrowed, obviously debating whether she should haul me right back into the castle dungeons before things got ugly.

"Anyway... drawing in magic is only half of it. The other half comes from inside a pony, sort of focusing it into an actual spell. It's why some unicorns and alicorns are better at magic then others."

I breathed a sigh of relief; thank God that Twilight cared more about magical progress then safety. After wondering what I should do for a moment, I pointed the scepter at a book on one of the bookshelves. I'm not sure what I did next, I guess I just willed it to move off the shelf? Either way, I could feel magic gather in the orb on the staff, pulling from the space around me as well as the amulet itself.

A magic aura, crimson red, surrounded the book in question. It was slow progress, but I eventually got it off the ledge and onto the nearest table. As soon as the book hit the wood, I fell to my knees, drained by that one simple show of magic.

Twilight walked up to me and stared down impassively, either impressed at my early show of magic, disappointed at how fast my magic storage was depleted, or wondering yet again if she should just strike me down now. She chose the first option. "Well done, levitation magic isn't something most are able to do on their first attempt. Even I had trouble with it back when I was a filly."

I grinned, looking like I had won the lottery. "I did it, Twilight! I used magic!" She might have thought I was crazy with her using magic everyday as simple as breathing, but for me this was the greatest thing since sliced bread. "You're the best teacher ever!"

Twilight looked very uncomfortable all of the sudden. "Yes, well, I think we should call it a night." I looked out the window upstairs; night was indeed already upon us.

"Alright, I guess..." I waltzed up the stairs, only to stop dead in my tracks at the top. "Uh, Twilight? I think we have a problem."

"And what is that, Matthew?"

"There's two of us, and only one bed."

Twilight froze as well, then facehooved. It seemed that she forgot to order an extra bed, or magic one together, or whatever ponies do when they need an extra. "Oh, right."

I thought through all the possibilities; most of them either made me very uncomfortable or had me getting no sleep. "I could find a spare couch, if you want," I offered.

Twilight shook her head. "Nono, it's fine. I'm sure we can... share the bed."

Now, it wasn't the thought of sleeping with a pony that bothered. It wasn't even the fact that she was my teacher. But me sleeping with a girl? That gave a massive slap to my masculinity. I was a fourteen year old boy, mind you, and the gender walls had definitely not come down yet. "Whoa, hold on now. Are you sure?"

"Yeah, Twilight! Are you out of your mind!" Spike, everyone's favorite baby dragon had come waddling in from wherever he had been hiding... or napping, from what Twilight had told me. "He's an interdimensional alien with a dark artifact that we know nothing about, and you're ok with SLEEPING WITH HIM?!"

"Spike, it's fine. Matthew's my student, and with all those magic dampeners he couldn't hurt a fly. Besides..." Twilight leaned in and whispered something in Spike's ear. When she finished, the dragon didn't look pleased, but he stopped arguing.

"Now, come on Matthew, let's head to bed. Just... try not to get too close, alright."

_You and me both._ "I'll do my best, ma'am."

Twilight and I both climbed into bed, with me on the side closest to the window. The blankets magically floated over both of us, followed by the lights being turned out.

The stone cold silence was deafening. I was feeling very awkward, thinking I needed to at least say something before going to sleep. I chose to take a chance.

"Goodnight, Twilight Sparkle."

The pony-shaped shadow froze for a second, making you fear the worst. A minute passed. Two minutes. Or was it three? I froze, hoping for an answer. It was right when I was about to give up hope when it happened.

"...Goodnight, Matthew."

I gave a small grin in the dark. Those two words almost gave me as much joy as learning my first magic tricks. As my mind drifted off, there was only one thought on my mind.

_You're alright, teach. You're alright._


	3. All 'Round Ponyville

_This is absolutely the worst possible situation I could be in right now, _my brain thought bitterly.

I'm used to sharing beds with other people. Living with my teacher, I could tolerate. Sleeping with her, I only accepted because I knew it would be a one-time deal. But _petting _the princess in my sleep?! I mentally berated myself, all while not being able to move a muscle.

Now, dear reader, I'm sure you're wondering why I didn't just get out of bed, or something like that. And I would have totally done that, _if I had any escape routes._ Twilight blocked the only safe way out of bed, and if I woke her up, it would most likely not be me more pissed off.

After a few minutes of being stone cold still, my hand still resting on Twilight, I pulled off a risky maneuver. Reeling back my hand like it had been slapped, I twisted over, pretending like I was still sleeping. I could hear the rustling on the other side of the bed, could hear Twilight's yawn as she woke. Being terrified of a purple pony in bed probably didn't look good on my "tough guy reputation", but do you really think I cared at the moment?

The blankets on top of me moved, signaling that she had gotten out of bed. The clip-clop of her hooves was barely noticeable down the stairs. After counting to ten in my head, I made a loud and noticeable yawn, stretching my arms out. I looked down, watching Twilight write some sort of letter. "Whatcha doing, Ms. Sparkle?"

She looked up at me, not all all surprised. "I'm writing a report to Princess Celestia." Twilight had a little smirk on her face, and I instantly knew what was coming. "By the way, as much as I appreciate the friendly gesture last night, I'd rather you not pet me like a, well, pet."

Twilight seemed to be amused by my look of utter shock. My mouth barely managed an "oh." I was embarrassed, flustered and ashamed, and the looks on my face showed it. My cheeks burned.

After a few childish giggles, Twilight resumed her report. "So Matthew, today we're going on a tour around Ponyville. It occurred to me that your first visit here wasn't exactly pleasant." I had a flashback of a rainbow hoof. "So I'll be showing you around and giving you actual introductions to my friends."

"Oh, and one more thing," she said as I walked down the stairs, "the princesses are interested in your interdimensional world, so I've been tasked with taking notes on your species and planet. For science."

"Yeah yeah." I waved my hand at her. "So where are we going for breakfast?"

"Sugarcube Corner."

\---

**"SURPRISE!"** The pink, frizzy maned pony let loose a torrent of streamers and confetti, covering both me and most of the candy decorated house. A large banner with "WELCOME TO PONYVILLE" was hanging from the ceiling, standing out from the rest of the building.

"Pinkie Pie, as much as I love your parties, I hope you still made us an actual breakfast like I asked." Twilight didn't look very surprised by this surprise party, so this obviously happened often.

"Of course I did, silly! The pancakes are right over there!" It was true, blueberry pancakes were sitting right on the table.

"Pinkie, this is my student, Matthew. Matthew, this is Pinkie Pie, the Element of Laughter." I reached out and shook her hoof. Or really, she was shaking my hand, rather violently.

"Wow, you're the first human I've ever met! I'm sure we'll be super good friends and have parties all the time and..." I found it hard not to smile as I took my seat for breakfast.

"So Pinkie Pie, how did you and Twilight meet?" I asked while shoveling pancake into my mouth.

"Well, I was just walking down the street one day when Twilight comes into town! I had never seen her before so I knew she must have been new so I got a party ready in her house and when she came back from checking everything I was all like 'Surprise!' but she was super grumpy and went straight to bed!"

"Oh, the horror!" I suppressed a grin looking at Twilight, who was trying to stay focused on eating.

"I know right! Soon after that the Summer Sun Celebration was going to happen but then Nightmare Moon came and scared everyone so me and the gang went to the Everfree Forest to stop her and I became the Element of Laughter and we beat her and me and Twilight have been best friends ever since!"

I raised an eyebrow at Twilight. "The Summer Sun Celebration is where we celebrate the defeat of Nightmare Moon and Celestia raises the sun. Nightmare Moon is the evil version of Princess Luna."

As I finished up my pancake, Pinkie Pie, who had been bouncing up and down the entire time suddenly froze, like she had just remembered something. "Wait, isn't the celebration only two days away? Twilight, don't you have some special thing in that?"

Twilight slammed her hoof into her face. "That's right! I totally forgot! I have to take the train tonight if I want to get there in time!" She looked at me. "You can come with me, Matthew. The Summer Sun Celebration is really exciting the first time you see it; it would be a shame for you to miss it."

My teached stood up and practically dragged me out the front door. "Sorry Pinkie, but me and Matthew have to go meet everyone else. Thanks for breakfast!"

"Bye, Twilight!"

\---

"Uh, Twilight? What is HE doin on mah farm?" I folded my arms and gave a little pout, making it obvious that I could hear her.

"HE is my student, Applejack!" Twilight cleared her throat. "Applejack, this is Matthew, a human. Matthew, this is Applejack, bearer of the Element of Honesty. She and the Apple family run Sweet Apple Acres."

"Pleasure to meet you, Applejack. So, you help run this farm?"

"Yep. Gotta help out my brother Big Macintosh when harvesting season rolls around. Gets real busy around here."

"Really? How busy does it get?"

Applejack shrugged. "See for ya self."

I looked over and had my jaw hit the dirt. Rows upon rows upon rows of apple trees lined the hills behind the barn, seeming to go on forever. It would take an army to harvest them in any reasonable amount of time. "But-but-but how?"

Applejack gave a grin. "Watch this." She walked backwards towards the nearest apple tree, where empty buckets were waiting to be filled. She kicked the trunk with her two hind legs, causing every single apple in the tree to fall neatly into stacks in the buckets.

I leaned in towards Twilight. "Remind me never to make her angry at me."

She laughed. "Noted."

"So I understand that yall are pressed for time, but do yall want a quick tour of the grounds? I'll even throw in a free sample of cider!"

Me, being a sane person who also loves apple cider, immediately agreed. As we walked through the apple fields, I asked, "So Applejack, what apple things do you make here?"

"Well, let's see... We make apple fritters, caramel apples, apple cupcakes, apple pudding, apple pie, apple cake, apple cider..." Twilight shot me a glare, like she had made this mistake once before and did not want to go through it again.

Thank god, I heard some noise coming from our right. "What's going on over there?" I asked, interrupting Applejack's long list of apple products.

"That? Oh, that's just Apple Bloom and them Cutie Mark Crusaders in the clubhouse. Those fillies always meet up once a week, tryin to get their cutie marks.

"Cutie marks?"

"It's the mark that appears on our flanks whenever we find what we're good at. See, Applejack's is three apples."

I suddenly got an idea. A terrible idea. A horrible, no good, very bad idea. I gave a smirk, then said "Wait here, I'm going to say hi to the fillies." I then tip-toed through the forest, sneaking under the clubhouse when it came into view. I could hear the voices above me.

"So, did anyone get their cutie marks yet?" The country twang sounded like Applejack's, so that must have been Apple Bloom. There were two nos.

"Well, what's the plan for today?" As they talked, I slowly and quietly climbed into the clubhouse, making sure that all three fillies couldn't see me. Once I got close enough, I tapped what must have been Apple Bloom on the shoulder.

"Wha-" They all turned, looking up at me. I could see their legs shaking; it was too good an opportunity to miss.

"Boo."

All three fillies ran out screaming, while I cracked up, laughing while rolling on the floor. I could hear a distant "APPLEJACK!"

Sure enough, a few minutes later Applejack and Twilight came walking up, with the Crusaders in tow. "Now really Matthew, did you have to scare em?"

I was still struggling to breath in between hiccups. "I know, but- you should have seen the looks- on their faces!"

"Twilight, what is he?" the orange pegasus asked.

"He's a human, Scootaloo, and he's my student. I'm taking him around Ponyville to introduce him to everyone. Speaking of which..." Twilight looked outside, "It's already past noon, we should be heading out."

"Aw." I got back up and walked out with Twilight. "Sorry for the rude introduction, I promise we'll meet again later!" I tell the Crusaders, who were waving with Applejack.

\---

"So, who's next on the friendly friend list?"

"That would be Rarity. She's a fashion designer, and the Element of Generosity. By the way..." Twilight looked at me top down. "It's pretty hot out, shouldn't you take off the dress?"

"Wha- No! Absolutely not!" I was so shocked by that question that I forget Twilight knew almost nothing about humans. She looked at me quizzically. "I'm sorry, it's just that taking off your clothes in public is... socially unacceptable for human standards."

"Hm. Alright."

As we walked, I got the nagging feeling that we were being watched. Don't ask me how; it was like hairs were standing on the back of my neck, or something. I looked around, seeing if anyone was following us, but there were no ponies around other then Twilight. "Hey Twilight, don't you have the nagging feeling that we're being wat-"

And then I ran headfirst into a tree. Stumbling back, I landed on my butt in the dirt. Dazed, I heard laughter from above me. The rainbow one had returned,

”Bwahahahah! Maybe you should watch where you’re going!”

Twilight sighed. “Matthew, this is Rainbow Dash, the Element of Loyalty. Dash, this is Matthew, my human student.”

”Yes, we’ve already met,” I said coldly as I got up off the ground. Dash looked defiant, as if she didn’t feel any remorse or empathy.

”Yeah, well what was I supposed to do? I couldn’t just ask politely for you to stop!”

”She has a point, Matthew.”

”You’re not helping, Twilight.” I took a deep breath. “Look, I’m willing to forget all that if you are. Friends?” I held out my hand.

”Friends.”

Twilight began tapping her hoof impatiently. “Great, so now that you two are all sorted out, me and Matthew really need to go see Rarity before the celebration. Sorry, Dash.”

”It’s fine. See ya, Twilight!” Rainbow Dash flew off into the clouds, going back to... whatever she was doing.

\---

"Oh, that does sound like quite the adventure," Rarity said as I sipped my tea. I wasn't really a tea person, but this flavor was pretty decent, for tea.

"Yes, it was very crazy at the time. Slipping through dimensions makes things confusing." Rarity was one of the better ponies I had met so far. She embodied one of my traits, an aspiring sophisticated and posh celebrity. Twilight was another, with her bookish and studious nature. Now if only I could find somepony who was lazy all the time...

The door opened, and a familiar filly entered the room. She took one look at the room, then locked eyes on me. "YOU!"

"Sweetie Belle, you know him?"

The look of shock on the filly's face was almost enough to make me burst out laughing. "Yeah, I may have pulled a little prank on them at the clubhouse."

"You scared us half to death!"

It was at this moment that Spike, the dragon that everyone forgot about all day, walked in behind Sweetie Belle. "Hi, Rarity," he said. I could basically see the hearts form in his eyes. That was too much; I let out a snort.

Luckily, Twilight saved me from certain embarrassment. "Where where you, Spike? I haven't see you all day!"

"Getting the train packed, duh. I knew you were gunna be busy showing him around, so I already got everything packed and loaded. Even checked it twice!"

Her eyes went wide. "Oh my gosh, the Summer Sun Celebration! I totally forgot! She looked outside to see the setting sun. "Spike, Matthew, we gotta go! Sorry Rarity, we'll talk later!"

"Oh, it's quite alright, Twilight. Make a good impression at Canterlot for me, alright?"

\---

"Check, check, check, check and check! Huh, whaddaya know, we're ahead of schedule! I credit your extremely competent assistant." I rolled my eyes as Twilight settled back onto the ground from flying in her room. She stumbled, almost tripping on her own two hooves, then barely caught herself.

"So do I."

"Yes, well as much as I love that I get time to relax," I said as I pointed at the ceiling, "your flying is a little shaky. I'm not trying to insult you or anything, I'm just trying to make sure you don't let anyone down."

"And I'm sure she won't." A familiar, regal voice sounded from behind me; I instantly knew who it was.

"Your highness!" Spike quickly bowed, followed by Twilight. I stood there for a few seconds, looking awkward and self-conscious before Twilight half prodded, half forced me to my knees.

"No need for that now, Princess Twilight."

"Sorry." She let up on me, and I stood giving her a look.

"So," Celestia said while giving me a one over, "how goes your teaching?"

"Oh, well..." Twilight looked at me. "Matthew, do you mind leaving the room for a moment?"

"Yeah yeah, don't discuss the report card in front of the student," I grumbled as I walked out, closing the door behind me. I didn't bother listening in; there was no need for me to know. I already knew what my magic level was, because I was the one performing it. As for how well behaved I was, well I'd figure that out when Twilight either added or removed magic restriction spells.

I waited by the door while guards, bureaucrats, and dignitaries walked by. Most of them gave me these strange stares, which I expected but didn't appreciate. Sure, walking on two legs here was odd, but was staring really the polite option?

Eventually, the door opened again, and Princess Celestia walked out. "I'll leave you to it," she said as she exited. I had stood so the door hid me from that direction, so she didn't even notice me. She just walked out in the other direction.

I came back into the room to find Twilight and Spike looking over the checklist for about the billionth time today. The moon was already out through the window, which meant that I had missed Princess Luna raise it. I felt a bit disappointed, but oh well. There would be plenty of times to see it later.

"Well, I don't know about you two, but I'm tired from all that running around. I'll see you two tomorrow morning." I hopped into bed, instantly settling in on one side. "G'night, teach."

With the rough day finally catching up on me, I fell asleep almost instantly.

**Notes for the Chapter:**

> Yes, I understand that the Summer Sun Celebration takes place BEFORE Nightmare Night. I just wasn't going to wait half a year until then. Chalk it up to a time distortion, or something.


	4. Princess Twilight Sparkle (And Student) Part 1

"Matthew? Matthew, wake up!" I groaned, trying to ignore the purple hoof jousting me awake. Finally I gave up, rubbing my eyes awake.

"Ugh. Twilight, what time is it?" Everything was so blurry, the colors were shifting around the room.

"It's the middle of the night. But it could be morning. That's just it, I can't tell!"

I grunted, stumbling to the window. "What do you mean, you can't tell? If the sun's out, it's day! If the moon's out, it's..." I finally noticed what was going on outside. "Oh."

The sun and moon were standing side by side, making it somehow day and night simultaneously. On one side of the window, blue skies and clouds were clearly shown. On the other, a purple sky with stars was emblazoned above.

"Come on, Matthew. I'll wake Spike. Then we have to find out what's going on!"

After Spike was up and filled in on the situation, we all ran down to the entrance of the palace. There, a small crowd of ponies had gathered, looking restless. One of them spotted Twilight and yelled, "Princess Twilight will know!"

Instantaneously, everypony bunched in on Twilight. She looked a little flustered. "I'm-I'm sure it's just... Well, there's certainly a logical ex..." She was faltering hard.

"Your Highness, you must come with us." Thank god, one of the royal guards had intervened. He led us back inside, the doors shutting behind us.

"Look, as much as I appreciate the save, I know that wasn't just an excuse. What's going on?" I asked one of the twin guards at the door.

"It's Princess Luna and Princess Celestia," one said.

"They're gone!" said the other.

Both Spike and Twilight gasped, obviously shocked. I, having been their captive for who knew how long, didn't have the same reaction.

"But I don't understand! Where are they?"

"We don't know," the first one said. "It seems that Princess Celestia and Princess Luna have simply... vanished."

"Vanished?!" Spike exclaimed. He fainted, thudding on the ground.

"This is why we have come to you," he continued. Both guards bowed to Twilight.

"We await your command," the second one finished.

"MY/HER COMMAND?" Twilight and I both said incredulously. We looked at each other.

"We're officers of the Royal Guard," he went on. "We take our orders from royalty. With Princess Luna and Princess Celestia gone, and Princess Cadence overseeing the Crystal Empire now, that means we take our orders from you." Spike, who had just gotten back up, promptly fainted again. I was going to have to ask Twilight about this "Cadence and the Crystal Empire" later. Right now, both she and I had bigger fish to fry. "Princess Twilight, there's no time to waste. We need to know what you want us to do."

Twilight's eyes darted around, looking for someone else to shift this task to. I would know that little maneuver; I had used it myself many times. After a few seconds, though, it hardened into a mask of determination.

"I want you to continue the search for Princess Luna and Princess Celestia. We have to find them before ponies start to panic. There must be some clue that can tell us what's happened to them. If you find something, anything, let me know immediately." They both saluted and ran off. Twilight gave a sigh of relief.

"Nice leading, Twilight," I said, nudging her side. We only got a moment's rest, though, before the doors slammed open again and a third royal guard stormed in.

"Your Highness! News from Ponyville! The Everfree Forest appears to be... well... invading!"

Twilight gasped again, this time one of shock. Spike, for the third time today, fainted back onto the floor.

\---

"Where are we going?" Spike asked as we ran down the castle stairs, Twilight at a full gallop with her element at her side. I rolled my eyes; wasn't it obvious?

Twilight decided to humor him. "The Everfree Forest is... invading!" She levitated the tiara onto her head. "Whatever is going on, I'm sure we're going to need our friends and the Elements of Harmony to stop it! I just hope we haven't missed the train..."

"Uh, Twilight? Aren't we on a mountain above Ponyville?"

"Yeah, so what?" I was surprised she hadn't caught on to what I was thinking yet.

"Can't you just fly down there?"

Twilight made a sudden stop at the middle of a bridge. Spike, not expecting it, ran right into Twilight, then tripped off the bridge. Twilight reached out and just barely caught him with a wing.

"Oh. Right." She flipped Spike onto her back and got into flying position.

"Aren't you going to let me get on?" Twilight stopped for a moment.

"What do you mean?"

I made an exasperated sigh. She was going to have to take some prodding. "Are you really going to leave behind your magical student, along with all the other Canterlot elite unsupervised?"

Twilight thought for a moment, then either decided that I was useful enough to bring along, or too dangerous to leave here. "Fine, hop on."

I sat down in front of Spike, grabbing on to Twilight. Lifting off, her wings sputtered like a car engine for a moment, and I had a vision of us all crashing to the ground. Then Twilight seemed to get her bearing, and we flew off towards Ponyville.

As we approached the village, Twilight began to dodge the dark spiky clouds that were scattered all over the sky. They looked similar to the dark vines spread all over Ponyville. The flips, twists and turns the alicorn was pulling off was making me nauseous. Spike, out of nowhere, pulled out a seat belt and strapped us both in.

"I'm starting to wish... we'd taken the train!" He too was looking a little green.

"You and me both!"

"Almost there!" Twilight butted in. "Come on, guys, we need to get the Elements of Harmony and find the others!" She nosedived towards the library.

"INCOMING!" I yelled. She seemed to try and put on the brakes, but we were going in too fast. At the last moment, she teleported inside, leaving me and Spike flying steedless. Needless to say, I was not amused.

I crashed through one of the windows, nearly hitting a butter yellow pegasus on my way to the floor. Smashing through a couple stacks of books, I somehow rolled on the floor into a wall. I swear, there were actual birds flying around my head. Spike came rolling in after me, bashing into the same wall I did right next to me.

"Oh, thank goodness!" Rarity exclaimed.

The butterfly cutie mark pegasus came hovering down. "Oh, I hope you know we wouldn't normally go through your books without permission..." I assumed she was talking to Twilight, so I twisted my head in that general direction. Sure enough, there was a purple colored blob there.

"Next time you think about bailing on your passengers, DON'T!" I yelled.

"Okay, I get it! I need to work on my flying!" That was the last thing I hear before slumping back down into my trauma-induced nap.

It wasn't a very long nap, however, because when I woke back up everyone was still there. Twilight was saying something. "...I think I'm starting to get a pretty good idea of who we're up against."

Getting up, I followed the six ponies outside, noticing that everyone but Twilight was wearing a new necklace. _Must be the other Elements of Harmony, _I thought.

"So, what's the plan?" I asked Twilight.

"We're summoning Discord. I think he's the one behind all this."

"Who's Discord?"

"He's the spirit of chaos and disharmony. Discord is a draconequus, which is a... You know what, it's better for you to see for yourself." Now my interest was definitely aroused. Twilight was the type of pony where if she said to see it for yourself, you better see it for yourself.

The Mane Six gathered around in a circle, their elements glowing. Slowly, all the ponies lightly lifted off the ground, even the unicorns and earth ponies.

Starting at Rarity, a rainbow made a loop both ways around them, twisting around at Twilight. Both ends hit her tiara, redirecting them towards the middle of their circle. The Dash colored beam spun around, making a mini tornado, before finally revealing a figure in a bathtub taking a shower.

"Winter Wrap Up, Winter Wrap-" He seemed to notice where he was now. "Ooh!" He jumped out and put on a bathrobe. "Now Twilight, you know Princess Celestia said that you were to give me a heads up before you summon me with that little spell she gave you." There was a snap, and the bathtub disappeared in a cloud of smoke. "In case you haven't noticed, I was in the middle of a-" he started rubbing his... something in Twilight's face "particularly invigorating shower."

I could only stare in awe at the odd snake-like creature. He had a lion's paw, a lizard tail, mismatched horns... the list went on and on. Discord was the most unpony thing I had seen so far in my visit to Equestria.

I must say, it was a refreshing sight.

"E-NOUGH!" Twilight pushed Discord away from her.The draconequus actually looked a bit intimidated as Twilight walked towards him. "Release Princess Celestia and Princess Luna, and stop the Everfree Forest from invading!"

A rather large black vine twisted itself around the alicorn. It then poofed into, you guessed it, Discord. "Why, whatever are you talking about?"

"Don't play dumb with us, Discord!" Applejack walked up to the twisted creature. "We know you're the one behind all of this!"

He teleported behind one of the village buildings, pulling out a camera. "Don't get me wrong, I absolutely love what you've done with the place!" Discord said, snapping pictures. He then appeared next to the butter pegasus. "But I couldn't possibly take responsibility. I'm reformed, don't you remember?" He nudged the pegasus, who looked guilty.

Rainbow Dash came flying over. "Yeah, right! This has got your cloven hoofprints all over it!"

He looked indignant. "I'll have you know that I have only one cloven hoof." The foot in question hopped up his long slender body, then teleported and kicked Dash in the flank. "Such accusations. And here I thought we were friends."

"Drop the act, buster!" Pinkie said with narrow eyes. "We're onto you!"

Discord distanced himself from the group a bit. "Ladies, ladies, I'm innocent. Would I lie to you?"

"YES!" every single pony said, save for butter yellow.

"Um, maybe?"

The draconequus looked disappointed. "Well then, it seems we've reached an impasse. I'm telling the truth, but you think I'm lying. What do friends like us do in a situation like this, Princess Twilight?" He tapped her tiara. "Congrats, by the way, on the promotion. You totally deserve it."

"I say we blast him back to stone," Rainbow Dash said.

"Works for me!" Applejack seconded.

"Hear hear!" Rarity joined in. All three ponies' elements lit up, as if they were attempting a spell at Discord.

What I did next I can't remember why. Maybe it was because I thought petrification was a bit harsh. Maybe it was because I hate unfairly given punishments. Either way, I found myself standing in front of Discord, along with the shy pegasus.

"Whoa, whoa! We don't know that he did it yet! There's no proof! I don't see Discord's name on any of these vines or clouds!" I felt like a lawyer.

"Yeah, what if he really is telling the truth." Anypony, even Butter Yellow, made me feel a bit better. Being alone in a sea of opposition isn't fun.

"Well, finally!" Discord said, exasperated. "Some people willing to give me the benefit of the doubt. The rest of you could learn a lot about friendship from my dear friends Shutterfly and human." He grabbed me with one arm, and Rainbow Dash with the other.

"Um, I'm Fluttershy," Fluttershy said.

"Wait a second," I realized as Discord threw Dash away and replaced her with Fluttershy, "how did you know I'm human?"

"When you're an interdimensional being like I am, you're bound to see other worlds. I watch your species sometimes; when I get bored I even make little gestures to show I know about you guys."

Twilight shook her head. "Well, if you're not the one responsible, then help us figure out who is!"

He rolled his eyes. "I suppose I could, but after all the hoof pointing and besmirching of my good name, I just don't know if I'm up to it." Discord pulled out two knitting needles and started making something out of the many vines that coated the nearby buildings.

"Rrrgh!" Twilight seemed very frustrated.

"Why don't you ask your zebra friend if she knows anything?" Discord asked, the arrow he had knitted pointing to one carrying and wagoning a bunch of various masks, ingredients, and the like.

"Zecora!" Twilight said in relief, fed up with Discord's antics.

"From my home, I have had to flee!" Zecora said while the others helped unload her belongings. "The forest had grown too wild, even for me!" Apparently she not only looked like a shaman, but also talked like one.

"Any idea why all this is happenin'?" Applejack asked, who then proceeded to beat up a vine who had stolen her farm hat.

"I'm afraid it is a mystery to me as well, but I may have something that, if combined with a spell..." The zebra searched through her card, bringing out a evil looking purple potion. "I do not dare to use it myself, the results would be tragic. It only responds to Alicorn magic."

Twilight looked at her wings, as if she needed a reminder that she was, in fact, an alicorn. "Princess Twilight, you can turn the potion from purple to white. After a sip, you may see why the sky is day and night."

"Twilight, allow me." I cleared some space, then summoned my scepter. "It is called the Alicorn Amulet for a reason." I pointed the head at the potion.

Focusing all my magic reserves into my staff, I shot a continuous stream of dark magic at the potion. Dark lightning shot around the bottle, turning the color from purple to white, as the zebra said. Spent, I leaned on my staff for support, breathing heavily.

"Oooh!" Pinkie Pie said, looking through the glass bottle.

Twilight levitated the bottle to her mouth, hesitating for a moment. After a bit of prodding from Zecora, she drank from the container. We all stood in anticipation at what was going to happen; I was half expecting her to implode. After a few seconds, she looked around.

"Doesn't seem to be worki-"

Then her eyes flashed pure white.


	5. Princess Twilight Sparkle (And Student) Part 2

We waited for a few minutes until Twilight was finally able to snap out of her potion-induced coma. Well, it wasn't really a coma; I don't think you can cry in one of those. All of us stared as she rubbed her eyes.

"Why are you all looking at me like that?"

Applejack spoke first. "It's just... you were mumblin' to yourself..."

"Ooh! And don't forget the uncontrollable sobbing!" Pinkie added.

"We were really worried about you," Fluttershy finished.

"I for one found it delightful," Discord said, laying on one of the thicker black vines that snaked the town. "Sort of a one-pony theater piece, if you will." He leaned in next to Twilight, rolling down a poster of the princess crying like a filly earlier. "You should really consider taking it on the road."

"Did you find out whose rump we need to kick and where we can find them?" Rainbow Dash asked, pulling off a karate kick midair.

"I saw something from a long time ago. But it didn't explain what's happening now." I gave a visible look of disappointment.

"Perhaps farther back still are the answers you seek," Zecora said in her telltale mystic rhymes. "Another sip of this potion will give you a peek."

We watched as Twilight took another swig from the bottle. The tension in the air was thick... or at least it was until Discord appeared again, wearing a photographer's uniform and rolling a camera. "Oh, I do hope she breaks into song this time!"

As the alicorn's eyes went white again, I turned to the filming draconequus. "So, you know about us?"

He didn't take his eyes away from the recorder. "Well of course I do! You must feel lucky that you can hide behind that wall of yours; I'm sure these ponies wouldn't exactly be grateful to find that you're watching them all the time." He turned to look at me. "I love the audience, however. Why do you think I only use my best tricks when you're watching?"

"Uh..." I was confused; what did he mean by "us watching them"? I had no time to inquire, though. Twilight was already coming out of her stupor. I said, "We'll talk later," and made my way back to the ponies.

Spike waddled over to the purple alicorn. "So what did you find out?"

"I still don't know what's happened to Princess Luna and Princess Celestia, but I think I know why the Everfree Forest is acting this way." Discord, who had been wearing 3-d glasses and eating popcorn leaned in, obviously interested. "Something's happened to the Tree of Harmony."

Judging by the looks on the other's faces, I wasn't the only one who didn't understand. "The tree of what now?" Rainbow Dash asked.

"It's where Princess Celestia and Princess Luna found the Elements. I think it's in danger."

Applejack trotted up, a confident look on her face. "Well, alright then! Let's go save a... tree. Uh... where is it exactly?"

"I think it's in... there." Twilight pointed to the absolute worst place possible.

Smack dab in the middle of the Everfree Forest.

Discord looked straight at me through his movie glasses, floating in his plush chair. "Ooh-hoo! I'm going to need more popcorn!"

\---

The Mane Six and I stood at the entrance to the Everfree Forest proper, now overgrown with thick spiky vines. "Seems like only yesterday we were heading into these woods to find the Elements of Harmony," Rarity commented.

"Seems like only yesterday I was foolish enough to think I should go after them on my own. I don't know what we're going to face in there. But whatever it is, I know we need to face it together." Blarg. Typical councilor-type speech.

"I mean, I'm sure I could do it by myself if you undid these magic binds on me..." My voice froze when I saw everypony giving me level stares, Twilight the most of all. "Or sure, the magic of friendship works too."

We barely got any headway into the forest when we came across a green swamp. The acid-looking liquid was definitely not something I wanted to swim in, ever. Luckily, there was a set of stone across the bog.

"We can use these to cross." Twilight jumped onto the first set of stones, losing her balance for a second. She teetered, flailing dangerously close to the edge, before she was flung back onto solid land, the rocks rising above the water.

Correction; not rocks. It was an alligator, or crocodile. I always get those two confused.

"A cragadile! Run for your lives!" Rarity screamed. Everypony scattered, with me, Twilight and Spike in one group. We chose our direction poorly, though, because it wasn't long before we hit a stone wall. Looking behind me, I saw the cragadile approaching fast. Twilight seemed to try and fly, but her wings failed miserably.

"Twilight, break my bonds! I can't use my magic with your limiters!" I was screaming now; death was a touchy subject for me.

The princess was frozen in fear, staring right past me. I grabbed her head. "TWILIGHT!"

She snapped out of it, her horn glowing with magic. I felt the magic dam break; power was coursing through me now. I turned back to the cragadile, pointing my staff right at it.

It roared, and I gave it a face full of dark magic fire. It whimpered, running back into the darkness of the forest. I fired a few more blasts in its general direction, making sure it stayed lost.

I watched the rest of the Mane Six gallop up to me, terrified looks on most of their faces. I took pleasure in seeing the fear on Rainbow Dash, but it was instantly broken by Fluttershy's look of shock. My power lust faded.

Feeling my magic return behind familiar walls, I turned back to my teacher. "WHAT WAS THAT?!" I yelled at full volume.

"What was what?" Spike countered defensively.

"YOU STALLED, TWILIGHT! WE ALMOST DIED BECAUSE YOU STALLED!"

Applejack came up, pulling me back. "As much as I hate to say it, Twi, Matthew's right. I also saw you and your wings; you seem to have an awful lot of trouble with those things. It might not be such a bad idea for you to go back to Ponyville and let us look for the tree without you."

"What? Why?"

"Well," I butted in, "we almost just got eaten by a cragadile."

"And you're a princess," Applejack added.

"What's that got to do with anything?" Twilight asked indignantly.

"Princess Celestia and Princess Luna are gone. If something happened to you, I-I just don't think Equestria can risk losing another princess." Applejack made some surprisingly good points.

Rarity walked into the conversation. "Applejack does make a valid point. Even if we manage to save the Tree of Harmony, it won't necessarily mean Princess Celestia and Princess Luna will return. Equestria will need somepony to lead in their absence."

"I mean," I continued dryly, "As much of a great leader I would be for Equestria, I think the people would like you better, Twilight."

Twilight eyes darted; I could tell she was searching for an excuse to stay. "But the Tree of Harmony! I'm the only one who has seen it and knows what it looks like."

Rainbow Dash hovered over. "Huge tree, cutie marks on the trunk, probably being attacked by something hideously awful? Yeah, I'm pretty sure we'll know when we see it."

The alicorn's eyes began to water. "All of you feel this way?" she asked, her eyes searching all of us. "Feel like I shouldn't be here?"

Even I felt a bit guilty at those words, but I didn't let it show. After a few seconds, Twilight walked away, defeated. After a couple of seconds, me and Spike waved to the rest of the group, then ran after her.

\---

We found Discord filing his talons with a baby crocodile, while two children were being strangled by a black vine behind him. Twilight did not look pleased.

"Discord!"

He flinched, snapping his fingers. Both the crocodile and the vine disappeared. The two kids ran off. "You're welcome!" Discord called after them. "Hmph." He turned back to us. "No luck finding your tree?"

"We ran into some trouble, and my friends decided it would be best if I returned to Ponyville while they continue the search. Equestria will need me if Princess Celestia and Princess Luna don't return."

"I'm just surprised that you agreed to their plan. I never thought you'd be the kind of pony who would think she was better then everypony else."

"Neither did I," I added.

"I don't think I'm better than anypony!" Twilight fired back.

"Oh, well, how silly of me to assume that you would think that. All you did was choose to keep your precious princess self-" a golden scepter and robe appeared on Twilight, "-out of harm's way while your friends thrust themselves right into it." The princess threw both robe and rod away, which I was able to catch before they hit the ground. The mock Twilight face on the staff was priceless. "I'm sure you'll all be the best of pals again when they return from their terrifying yet deeply bonding experience that they're having without you."

Twilight seemed to realize what he was implying, her eyes frightened for a moment. She then galloped back towards the forest, leaving me and Spike trying to keep up. "I never should have agreed to come back here."

"Come on, Twilight," Spike said. "Discord may be reformed, but he's not that reformed. He's just trying to get under your skin."

"Well it's working!" Twilight said irritably. She levitated the dragon onto her back, running back into the dark forest.

\---

"Are we there yet?" Spike asked.

"I don't know where we are. We're lost." Twilight sat down, looking miserable. "I never should have left my friends."

The baby dragon pointed to a nearby tree branch. "We can't just give up. Maybe if I get up there, I'll be able to spot 'em." We both watched him walked up, disappearing into the brush. "Well, what do you know?"

Something tapped me on the shoulder. Assuming it was Twilight, I turned around, only to get a face full of powder. It looked like some of the vines had grown some heads. Whatever the dust was, it wasn't pleasant. I could see the purple alicorn getting bombarded with it as well.

"Twilight?" the voice from the trees asked. There was a gasp.

I blindly shot out magic from my staff, but with Twilight's binds back in place, I couldn't let out anything more then sparks. Eventually, the gas became overwhelming, and I fell to the ground alongside Twilight, my vision blurring. I could just make out one of the plants about to strike at my teacher... then reeling back, as if it was stuck on something.

Making out five pastel colored figures, I could only watch the battle ensue. Watching them twist and turn around the plants, I couldn't figure out what they were trying to accomplish, at least until the tangled knot of vines fell to the ground a few feet away. As my vision cleared, I saw Pinkie Pie celebrate their victory... unknowingly leaving herself exposed to the last vine from behind.

"PINKIE, NO!" I yelled. Twilight had my back, though; a purple ray of magic blasted the dark head to smithereens.

Spike and the others helped me and Twilight get on our feet. "I sure am glad you came looking for us," Applejack said.

"Not as glad as I am that you found me," Twilight answered.

"The truth of it is, Twilight," Rarity admitted, "we're simply lost without you."

"Yeah," Rainbow dash continued. "Equestria may need its princess..."

"...But we need our friend," Fluttershy finished.

"Ew, gross," I interrupted. "Look, as much as I love this 'Friendship Bonding Time', the tree?"

Twilight steadied herself. "Matthew's right. Come on, girls! We need to save that tree!"

\---

I watched as Twilight flew up to the center of the tree, reaching in to touch the center. Sensing movement, two vines reached out and grabbed Twilight's hind legs. Reeling back, she blasted them with her magic. After thinking for a few moments, Twilight flew back down to us.

"I know how we can save the tree," Twilight said. "We have to give it the Elements of Harmony."

There was a moment of silence. "Whoa, whoa whoa!" Rainbow Dash said, breaking the calm. "How are we supposed to protect Equestria?"

"How are we meant to rein Discord in if we can't use the Elements to turn him back to stone?" Rarity added.

"Twilight..." Applejack walked forward. "The Elements of Harmony... They're what keep us connected no matter what."

The alicorn pondered that for a second. "You're right about one thing, Applejack. The Elements of Harmony did bring us together. But it isn't the Elements that will keep us connected. It's our friendship." Her eyes connected with everyone there, including me. "And it's more important and powerful than any magic. My new role in Equestria may mean I have to take on new responsibilities, and our friendships may be tested, but it will never, ever be broken."

I clapped. "Excellent speech, Twilight. Remind me to ask you later on how to write one of those. For now, though, is everypony ready?"

"Ready!" the Mane Six said in unison.

Twilight rose upwards, taking the elements from their necklaces on each of the bearers. They spun around her, then slowly floated towards their respective slots. As soon as they were placed on the tree, the slots closed, trapping the elements themselves. Bright light emanated from the tree itself, burning all the dark vines in the cave, and I assumed all throughout Equestria. The scourge of the Everfree Forest was no more.

It was then that I noticed two large bundles of vines curled around the tree. They disappeared last, revealing the duel diarchs, Princesses Luna and Celestia. Twilight immediately ran towards her former teacher, wrapping her in a hug.

"We know how difficult it must have been for you to give up the elements," Celestia said. "It took great courage to relinquish them."

The tree shined again, this time showing flowing lines of a rainbow. It spiraled down the trunk and into one of the roots, eventually stopping and cracking the ancient... material. A single blossom sprouted forth, opening to reveal a crystal box.

"What's inside it?" Twilight asked the princesses. "How am I supposed to open it?"

"Six locks, six keys," Luna said simply. They both looked at Celestia.

"I do not know where they are. But I do know that it is a mystery you will not be solving alone."

"Yes, yes, congrats. The tree is saved, friendship wins again, blah blah blah." Everypony looked at me. "I suppose now I go back to simple magic, untrusted by all because I wield the amulet?"

Celestia walked up to me, regarding me with regal eyes. "You certainly have proven yourself a hero of Equestria in its time of need. Perhaps we have judged you too harshly." She turned to her former student. "Twilight, ensure that his magic studies continue at a reasonable pace. Perhaps we can find a use for his magical talent."

I grinned, thinking of all the spells I could learn. "Thank you, Princess. Now, shall we head back to Ponyville? I'm sure Discord will throw one heck of a party."

\---

As I suspected, crude posters of each of our likenesses and number ones fell down out of nowhere as we exited the forest. Discord came floating up to us. "Bravo ladies, bravo! How ever did you save the day this time? Blast the beastie with your magic necklaces, I presume?" He leaned in to Applejack, seemingly noticing that the elements were missing. "Where are those little trinkets of yours? You know, the ones you use to send me back to my extremely uncomfortable stone prison?"

The orange earth pony sighed. "Gone," she said.

"Gone? _Gone?"_ Discord had a scheming look on his face, like he couldn't wait to wreak havoc now that his restraints had disappeared. Fluttershy beat him to it, though.

"But our friendship remains. And if you want to remains, you'll stop thinking whatever it is you're thinking and help us clean up."

The draconequus rolled his eyes, then teleported a few feet away, now in a maid's costume. "Fine," he said. "But I don't do windows."

"One thing I don't get," Applejack said as we continued towards Ponyville proper. "Why did all this happen now?"

"I have no idea." It appeared that Discord had thrown away the costume while I wasn't looking. "Those seeds I planted should have sprouted up ages ago."

"What did you say?!" Twilight looked furious.

"Oh, why should I try to explain it when you can see you yourself?" A snap, and the milky white potion returned. Twilight took a sip, then returned to lala land. While she was there, though, Discord provided some narration.

"Well, obviously things didn't go according to my original plan. My plunderseeds should have stolen the magic from the Tree of Harmony and captured Princess Celestia and Princess Luna thousands of moons ago. Alas, it seems the tree had enough magic to keep the seeds from growing up big and strong. Until now, that is."

Twilight shook her head, returning to the real world once more. She was still seething at Discord. "You realize this is information we could have used hours ago?!"

"And rob you of a valuable lesson about being princess? What kind of friend do you think I am?"

"Besides," I said, this being the first thing I'd spoken since the cave, "what would knowing that have done for us. Nothing, except letting us point that blame at Discord, which all of you already did!" Only a few ponies dared to look me in the eyes, grumbling, but no one contradicted me. "Now, I believe a Summer Sun Celebration is in order?"

\---

"Citizens of Equestria, it is no longer with a heavy heart but with great joy that I raise the summer sun," Princess Celestia said, standing on the stage in front of a mock sun. She pointed to her sister, standing in front of the moon. "For this celebration now represents not the defeat of Nightmare moon, but the return of my sister, Princess Luna."

Luna flew skywards, her magic lowering the moon. Simultaneously, Celestia similarly rose the sun. Just when the two celestial bodies were about to meet, a flash of purple rocketed through the sky, sending off a star-shaped shockwave throughout Canterlot. Princess Twilight Sparkle set down next to the duel princesses, both of them showing their approval.

Unfortunately, this wondrous moment was not meant to last. With just one short sentence, my joy of watching this display came to an end. I could barely hear it over the roar of the crowd, but it reached my ears nevertheless.

"Thank you, my little ponies."

My brain came to a sickening halt. What had she just said? Connections came together all too fast. The puzzle pieces were coming together now. Why everything was vaguely familiar, why Discord said that we were "watching them", why everything in this world was so colorful. My stomach lurched; I needed to get out of here fast. I ran off, back towards the castle and my shared room with Twilight.

The purple alicorn spotted me before I got away completely. "Where are you going, Matthew?" she yelled over the crowd.

"I'm sorry, Twilight! I just... can't be here right now!" The last expression I saw on her face was one of confusion... and worry.


	6. Twilight's Birthday

Twilight Sparkle found me curled up on the royal bed, catatonic. I rolled back and forth, eyes staring right past her towards the wall.

"Matthew, what happened?" she asked. "You just ran off all of the sudden."

"No..." I muttered. "That's impossible... That can't be true..."

"Matthew!" I started, looking at her. "Talk to me. What happened?"

Taking a deep breath, I tried to calm myself. "Twilight," I asked, "Can you keep a secret?"

"Of course I can."

"I'm serious, Twilight." I leaned in. "You can't tell the others, or Luna, or Celestia."

She stared at me for a second. "Alright," she relented. "I Pinkie Promise. Cross my heart, hope to fly, stick a cupcake in my eye." She imitated the motions.

I must have had a confused expression on my face, because then she said, "Trust me. It's a sacred promise that nopony would break."

"Sounds like Pinkie Pie," I admitted. "Alright, don't interrupt, and listen closely."

"Back in my universe, we have these things called 'televisions'. Think of it like a portable mini theater. Some shows are meant to inform, some are meant to persuade... and some are meant to entertain. Many entertainment shows were catered for little kids, so they featured bright colors, funny and likeable characters, and life lessons." I waited for a moment. "One of those shows was called 'My Little Pony: Friendship is Magic'."

Twilight seemed to get where I was going. Her eyes were widening in horror. "Now, I'm not a 'brony' myself, but I knew a few things about it from some friends. It followed some magic ponies as they ventured around, solving friendship problems with magic. I think that this world... is that world."

"...So are you saying that our world... is fake?"

"No no no!" I rushed to keep that door closed. "I mean, I know I'm real, right? And I'm here, so Equestria must be real! I'm just saying that... we know about this world."

The purple alicorn flew over to me, sitting down on the bed on my right. We sat in silence for a few minutes, processing everything. I spoke first; "Now do you understand why this has to stay silent?"

"Yes, I do." She turned to me. "If something like this got out, it could cause havoc across Equestria. But I don't think it's that big of a deal."

I narrowed my eyes as her. "I mean, sure, so you humans know about us. But, well, you're here, so now we know about you. It doesn't really change anything, does it?"

Now that I thought about it, I guess it didn't. No other humans could come here, and no pony knew how to get over there. "I guess so."

Twlight flew back to the door. "Now, come on! If we hurry, we can snag some cake before it's all gone!"

I laughed, chasing her as she flew out the door. "Hey, you can fly! That's not fair!"

\---

It had been a couple of months since then. I paced back and forth in the Ponyville Library, wondering what I could possibly do for my teacher.

My magic studies were going very well. I could lift larger and larger objects, shoot larger and larger magic beams, and even teleport things like apples. I appreciated the fact that Twilight had removed most of my magic dampeners; only the blockers for the most dangerous spells remained.

The question now was, what could I do for Twilight's birthday present? She was an alicorn with almost every book in existence and a royal, so there wasn't much I could buy her. No, this had to be something creative, something new. I always heard her complain about how she couldn't fit enough books into her saddlebag; perhaps I could start there?

The more I thought about it though, the harder it seemed. I had already spent an hour pouring over possible spells, and none of them were working. I looked back to when I had the same problem, so how had I solved that problem? I remembered how I did that, but it was an impossibility here. I didn't even have the expertise to make it, unless...

Grabbing a few bits from the table, I ran out of the treehouse. Making it to the Ponyville train station, I all but slammed the cash on the table.

"One ticket to Canterlot."

\---

"So why exactly do you want to search the dungeons?" Celestia inquired.

"Well, Your Highnesses, as you know, Twilight's birthday is coming up." They both nodded, obviously aware. "Back when I was in... captivity, I lost something in the dungeons. Retrieving that item is crucial for making Twilight's present."

Both Celestia and Luna nodded. "Very well," Luna said. "You have our permission. To be honest, we too are lost on what to give Twilight. May we inquire on what your plan is?"

I grinned. "If you want, I'll go over the plan tomorrow at noon. Be at the Ponyville Library if you want in." I then left the throne room, escorted by a guard into the familiar prison. I shuddered at the time I had spent here.

Finding my cell was easy; it was the only one with magical shackles. The guard pulled out a key and unlocked the door, letting me inside. I got on my hands and knees, searching for my lost belonging.

"Aha! Here it is!" Holding it up, I pressed the power button, bathing myself in its familiar glow.

It was my IPhone 8.

\---

"Well, Matthew, I'm tired. Try not to stay up too late studying, alright?"

"Says you," I said, pretending to read one of the many magic books on my desk. "Just how long did you stay up reading for Celestia's test, hmm?"

"...Fair point." She turned off the lights, leaving me with my one lamp. "Goodnight, Matthew."

"Goodnight, Twilight." Once I made sure she was fast asleep, I opened the drawer in front of my. Slipping out my phone, I unlocked it and went straight to Google. Surprisingly, against all odds, I still had cell service. Apparently cell towers cross dimensions. Go figure.

Opening my notebook to a fresh page, I searched up what I was looking for, then began to take notes. "The fundamental principles of electricity generation were discovered by British scientist Michael Faraday. His method, still used today, is for electricity to be generated by the movement of a loop of wire, or disk of copper between the poles of a magnet..."

\---

"So Matthew, why did y'all bring us here?" Applejack asked as the Mane Six minus Twilight walked through the door.

I hurried them through, making sure that Twilight wasn't anywhere nearby. "I'll explain in a moment, Applejack. For now, we have to wait a bit longer for two more guests."

The words had barely left my mouth, however, when three alicorn princesses teleported into the library. I bowed to each of them. "Princess Celestia, Princess Luna, and, uh..."

"I am Princess Cadence, alicorn of love. Me and my husband, Shining Armor and Twilight's brother, administer the Crystal Empire."

"The Crystal whatnow?"

"It's a pony kingdom up north," Rarity explained to me. "We had to save it a while ago from King Sombra."

Ah yes, I had heard about that nasty shadow king. That Twilight and her friends defeated him using some "Crystal Heart". It was apparently her final test before ascending to alicornhood.

"So, I assume you also have no idea what to get Twilight?"

"Well... yes." Cadence looked rather embarrassed. "Ever since she became a royal like us, its been getting harder to find her books she doesn't have yet. When I heard that Celestia and Luna knew someone with an idea, well, I jumped at the chance."

"You're in luck, then." I wheeled out a chalkboard, one Twilight had gotten when she had started teaching me. "You might want to sit down, explaining this could take a while."

"So, it starts by building this on the treehouse..." As I drew and explained, the looks on all the pony's faces slowly turned from interest to confusion, and then to wonder. As I finished, they all stared at me like I was some sort of mad genius.

"That's INGENIOUS!" Rainbow Dash flew next to me. "Twilight will love it!"

"I must admit, it is an excellent birthday present," Rarity admitted, "but I see a problem. How will we keep Twilight busy while we build all that?"

"That's where I come in." My second in command, Spike, walked out of the shadows.

"Spike here is already informed of my plans. He will keep Twilight occupied while we build." I turned to the alicorns. "I trust that you have metals in stock that I can use?"

"Yes, the royal vaults do hold the gold and copper you need." Luna stepped forward. "And I must say Matthew, I am impressed. How did you think of such an idea?"

"We had things like this back on my world. Now come on everypony! We don't have much time until the birthday party, so we have to start now!"

"Start what now?" It looked like Twilight was back from... wherever she went. I flipped the chalkboard over, making it look like I had drawn party hats and streamers.

"Oh, nothing Twi!" Spike waddled over. "Now come on, Twilight! I've already booked us two tickets to Manehattan!"

"Manehattan? Why?"

"Well, there's a new book coming out about magic there, and I knew you'd want to be the first to get it."

"Okay, but why is Cadence, Celestia and Luna here?"

"We're here to talk to your student, Twilight. Now go on, I'm sure you'll have lots of fun in Manehattan." Twilight let herself be dragged by Spike all the way out. As soon as the door closed, I breathed a sigh of relief.

"Alright, I want Applejack and Pinkie Pie on woodcutting, Rainbow Dash and Fluttershy on the windmill building, and Rarity, Cadence, Luna and I on the metalworking. Celestia, I need you to retrieve the gold and copper from the vaults."

"Everypony ready?" I clapped my hands. "Then lets get started!"

\---

As three o' clock rolled around, I checked in on my builders. "So how's progress, Applejack?"

She put down the hammer. "Well, we got 'bout half the tower ready, and the turbine's finished. I'd say we'll be finished tomorrow afternoon."

"Excellent." I looked over her shoulder. "So, how is Pinkie Pie doing?"

"See for yourself." Watching the pink party animal, I saw her hammer in a nail comically fast, then spin the entire square of wood around to pound in the next one.

"She seems, uh, very motivated."

Suddenly, Pinkie's tail started twitching. "Applejack, my tail's twitching!" The orange pony immediately ran for cover.

"Get over here, Matthew! Somethin's going to fall down!"

"Why?" I asked. "Because Pinkie's tail is twitching? How could she possibly know-" A large plank crashed into my head, making me crumple to the ground.

"Sorry!" I heard Rainbow Dash yell. At least, I think it was Rainbow Dash. Was it?

I raised a thumb up. "Keep up the good work, everyone," I said dizzily. Then everything blacked out.

\---

"Thanks for building the stairs, the sunset view is really nice." Fluttershy and I were sitting over the ledge, watching the celestial star lower over the horizon.

"So, um, why did you want to see me?" I could barely hear Fluttershy's voice.

"Well, Fluttershy, its been a few months since I arrived here, and I still don't know much about you. All I do know is that you're the Element of Kindness, you can talk to animals, and you're incredibly shy. So, is there anything I should know about you?"

"Oh, well..." She looked away. "That's really everything..."

"Oh, come on, Fluttershy. Everyone is more than that!" I decided to get the ball rolling. "Who are your friends?"

"Well, there's the other elements, of course. I also have Angel and my animal friends. And then there's Discord."

"Wait. You're friends with _Discord?_ The lord of chaos?"

"Well of course she is!" Speak of the devil. "Who do you think reformed me? Certainly not Twilight."

"Hello, Discord," I said flatly as the draconequus took a seat next to me. "Its been a while."

"Yes, I suppose it has been." He pulled out a camera and took a few pictures of the horizon. "Watching the sunset, are we?"

"Yes, Discord." Since he was here, I had a question I meant to ask him. "Discord, why do you stay confined like this? What keeps you from spreading chaos?"

"Whatever do you mean? You seem to be implying that I don't do it out of the goodness of my heart."

I rolled my eyes. "I was there when the Mane Six threatened to _turn you back to stone._ When they treat you like that, what keeps you loyal?"

He sighed. "Well, it certainly is difficult when they put the blame on me every time. Being friends with Fluttershy though, makes it all worth it."

"Oh, Discord..."

I coughed. "Well, I think you two have much more to talk about then I do, so I'll take my leave. It was nice talking with you, Fluttershy." I then walked down the stairs, heading straight for bed.

\---

"So, how is it here, being a royal in Equestria?" I asked Cadence and Luna as they melted copper and gold for Rarity to make into wires.

"Oh, you would not believe how terribly boring it is! It seems that while I was banished for a thousand years, my sister created a massive bureaucracy that slows everything down. I am forced to sit through meetings with the House of Nobles on the most dreadful of subjects."

"Really?" Cadence asked Luna. "I suppose that the Crystal Empire would be different, seeing as how it disappeared for a such a long time. Nobles are few and far between, and my decree there is almost law."

"So, is this the Age of Absolutism, then?" Both princesses looked at me with cocked eyebrows. "It was a period of time in our history," I explained. "Monarchs were looking to create vast empires, but regional nobles were standing in their way, demanding more rights and all that. There was a mass movement all across the globe to wrest power from them, and make royal decree absolute."

"And was that... a good thing?" the alicorn of love asked tentatively.

"Sometimes. When the ruler was kind and just, the entire country ran smoother. But when the monarchs were terrible, like your King Sombra..." I trailed off; no more words needed to be said.

We worked in silence for a few minutes. Luna broke it first. "Matthew, I noticed that you never fell asleep last night. Why is that?"

I pulled out two boxes from my front pockets. "I stayed up making these. It'll be a fun activity for lunch. Speaking of which..."

"Lunchtime, everyone!" I heard Applejack ringing the bell; it reminded me of middle school.

"C'mon, girls. I'll show you how to play."

\---

"I play Twilight Sparkle, Legendary Planeswalker. Since I control Applejack and Rarity, they get +2/+2. I attack with both, so now your life is zero. Good game, Rainbow Dash."

"WHAT?! THAT'S IMPOSSIBLE! HOW DID MY PEGASUS DECK LOSE?!"

We had just finished our tournament of 'Ponies: The Galloping'. I had just beaten Dash in the championship match, who was now flying in the sky, punching clouds in rage. She wasn't exactly a good sport.

"I must say, Matthew, that is a very enjoyable card game. Where do you get these ideas?"

"It was a card game back in my world. We called it 'Magic: The Gathering'. I just chose to adapt it to pony standards."

"Well, you should really think about selling cards," Rarity continued. "I bet you could make a fortune off of this game! Even Twilight would be hooked on it!"

"Yes, I suppose I should." I smirked. "And wouldn't that be a match of the ages? 'TWILIGHT SPARKLE VS. MATTHEW! THE STATISTICAL GENIUS AGAINST THE BEING FROM BEYOND!' We could even use an arena to pump up sales!" We both laughed.

"Well, Matthew, we finished. All that's left is for you to put that contraption of your together."

"Really, Applejack? The tubes are already set up?"

"Eeyup. Pinkie Pie did everything in a jiffy, then ran off. Said she needed to gather party balloons, make cakes, the whole thing. You know how she is."

"Well then," I said, standing and gathering up my cards, "I guess it's time to finish this."

\---

"Chip?"

"Chip." A pink hoof handed me the computer chip, which fit snugly in its place.

"Wires?"

"Wires." An indigo hoof this time, giving me the wires which plugged in easily.

"Glass?"

"Glass." A pane of glass, surrounded by a light blue aura, floated over and set down on the contraption. I pushed in, hearing it snap, then stepped back. It was finished.

"Alright ladies, the moment of truth." I picked up the device, then plugged it in to the wall socket. "Start the windmill!"

I heard the creak of wood turning outside. I held my breath, hoping that it would work, that everyone's dedication would pay off.

One second passed, then two. My hope was slowly draining.

Then, in the top left of the screen, two small green words lit up.

"Awaiting Input."

\---

"Alright Twilight, keep your eyes closed..." Spike said as he led the pony through the door. "Ready... Ok, open them!"

**"SURPRISE!"** Party cannons were fired, confetti blew, and streamers sounded. Twilight found herself right in the middle of her birthday party.

"Aw, girls, you really didn't need to-" Everyone in the room shushed her.

I led Twilight to her cake in the middle of the room. "Twilight, your birthday only comes once a year. It's ok to enjoy it! Now come on, have some cake."

"But Matthew, I was supposed to sort the library today, and-"

"HAVE SOME CAKE!" everyone yelled.

Twilight had some cake.

Pinkie Pie came bounding up. "Isn't this party amazing, Twilight? I helped get the decorations and all that but it was Matthew's idea and he got you the birthday present so really it was all him-"

"Wait, birthday present?" Twilight looked at me.

"Yeah, all of decided to work together to make it. I think you'll really like it."

"Is this why I had to be blindfolded before I even entered Ponyville?" she asked suspiciously.

"Yes, partly. It was also because we didn't want you to have a panic attack before the party even began." Twilight's eyes were so narrow now I could barely tell if they were even open. She galloped out the door, and I could see her face slacken in shock. I cautiously put my arm around her and steered her back inside. "Trust me, Twilight. It will all make sense when you get the present."

"The windmill wasn't the present?!"

"Oh no, this was." I handed her a box. "Go on, open it," I prodded.

Twilight tore open the box, revealing a sleek black tablet. She picked it up, inspecting it from all angles.

"We call that a e-reader. It's basically..."

"...an electronic book!" She had already turned it on, and was now swiping through the pages. "This is 'A Beginner's Guide to Basic Levitation', but it's so much lighter then the book!" Twilight turned and gave me a hug. "Thanks, Matthew. I love it!"

I chuckled, realizing that she hadn't even discovered the best part yet. "Twilight, may I suggest that you press the 'Home' button?"

She did, and the screen pulled out, showing sixteen different books to read. She scrolled down, revealing even more. "How many books can this thing hold?"

"Well, I'm not very good at engineering," I began sadly, "and we don't have the tools back in my world, so I'd estimate about... a thousand books?"

**"A THOUSAND BOOKS?!"** I was immediately tackled to the ground by force of pony. Twilight seemed to be... nuzzling me? "Oh Maker, I could fit the entire library in one bag! Thankyouthankyouthankyouthankyou-"

"Whoa, Twilight! Lay off! Besides, I can't take all the credit. I never could have done it without your friends." The purple alicorn, seemingly realizing that other ponies existed, turned and gave everypony there a huge hug.

"Thank you, everypony." And with that, we all headed back inside to have some more cake.


	7. A Student's Betrayal, Part One

"Seems like only yesterday I was saving this place from being totally destroyed," Spike said as we walked through the Crystal Empire, crossing near the giant statue of the baby dragon. "Hey, you guys remember that?"

"You only mentioned it about fifteen times on the train here," Rainbow Dash said exasperated.

"Right, and we _never _hear about anything from you about your exploits," I said sarcastically.

"Heh, point taken."

"I'm glad you all wanted to come," Twilight said as we made our way down the street, "but I don't think it's gonna be that exciting. I pretty much just have to smile and wave as the dignitaries arrive."

"Yes, but you get to smile and wave like a princess," Rarity pointed out.

"How exactly is that different than smilin' and wavin' like not a princess?" Applejack argued.

"It isn't." Twilight looked disappointed.

We all looked at each other, concerned. "What's wrong, Twilight?" Fluttershy asked.

"Why the looooooong face?" Pinkie Pie grabbed Twilight's face, stretching it so was both metaphorically and literally a long face.

She quickly escaped Pinkie's grasp. "I've just been feeling a little unsure about things lately. It doesn't seem that my new role as a princess equates to all that much."

"That's just silly. You've got a real important role here in Equestria," Applejack reassured her.

"Princess Celestia wouldn't have asked you to come today if she didn't think so," Fluttershy confirmed.

"I guess you're right."

"Of course we are," Rarity huffed. "Now hurry along! You don't want to risk having that important role diminished because you were tardy for your regal meet-and-greet."

\---

The trumpets sounded. "The Duke and Duchess of Maretonia!" a royal guard announced.

I watched from the Crystal Tower as the nobility in question walked down the street towards Princess Celestia, Luna, and Cadence. When Twilight judged them to be close enough, she released a large banner that hung from the tower, probably symbolizing the duchy. _Wonder what role these nobles have in Equestria, _I thought. _Is Celestia trying to centralize, with the nobles resisting, or is she content to keep Equestria in a feudal society?_

"That's was it?" Spike ignored my frantic motions to stop talking. "Princess Celestia had you come all the way to the Crystal Empire just to do that?" Twilight hung her head; we all glared at Spike. "I mean, whoa, really regal and important!"

I smacked him upside the head. "Great, now the princesses are going to have to do a musical number or something to make her feel better. Great job, Spike."

\---

"C'mon, Twilight! I know that dark magic is dangerous to the user-"

"And to everypony around them." Twilight interjected as we walked down the crystal halls. Princess Celestia had summoned Twilight to the throne room immediately. That didn't mean, however, that our argument had ceased.

"But that's because no one knows how to use it yet! Think of the knowledge, the magic!"

She stopped and turned to me. "Matthew, for the last time, I am not removing the safeguards! That magic is too dangerous for anypony!"

"Gah!" I stormed off, walking straight into the crystal throne room. The other princesses was already there, and they gave raised eyebrows at my stormy entrance.

Twilight, however, had already gained her composure before coming in, raising no attention. "Sorry we're late. What's the emergency?"

"It appears Tirek has escaped," Celestia said solemnly.

I coughed. "Who?"

A large book landed on the round table in front of me, shaking up a bit of dust. With a golden aura, it flipped to around the middle, showing crude drawings of two very unpony-like beings.

"Tirek and his brother Scorpan came here from a distant land, intent on stealing Equestrian magic. But Scorpan soon came to appreciate the ways of Equestria, even befriending a young unicorn wizard."

"Scorpan urged his brother to abandon their plans. When Tirek refused, Scorpan alerted us to Tirek's intentions." I had to admit, the two diarchs were also excellent storybook narrators.

"Scorpan returned to his own land, and Tirek was sent to Tartarus for his crimes. But it appears he has found a way to escape."

"We believe it happened when Cerberus left his post at the gates."

"But that was a long time ago," Twilight objected. "Why is he just now starting to steal magic?"

"His time in Tartarus left him very weak," Celestia explained. "He had just now gained enough strength to use his dark powers."

"But with each passing moment, he grows stronger still," Luna added.

"And I know just the princess who can stop him." Cadence winked at Twilight.

She looked overjoyed at the prospect of actually doing something. "Yes! I'll find him and-"

"No, Twilight." The purple alicorn instantly deflated. "I'm afraid I must call in another to stop Tirek."

"Discord."

\---

"...As in _Discord _Discord?" Applejack asked in disbelief.

"I don't know, let me check the other Discord we know," I said sarcastically.

"I don't think it's that big of a surprise," Fluttershy said flying forward. "He can be very helpful." She looked back to see everyone with lowered eyebrows at her.

"He can sense when there's a magical imbalance," Twilight explained. "The next time Tirek steals magic, Discord will be able to track him down!"

"So what are you supposed to do in the meantime?" Rainbow Dash asked.

She sighed. "Nothing. Unless of course one of you needs me to smile and wave." She started walking away.

"Where are you going?" I asked.

"To the Castle of the Two Sisters. I'm not really needed anywhere else. Might as well catch up on some of my reading."

We all looked at each other for a moment. "You want some company?" Rainbow Dash finally asked.

"It has been a while since we visited the castle," Applejack said as we entered the Everfree Forest. "Might be fun!"

Twilight looked a little relieved. "Maybe I could use a little company right now."

"Then let us be off!" I said, pointing a mock sword through the forest. "To the castle!"

\---

"I still can't believe we had to give back the elements," Dash said as we looked down at the Tree of Harmony.

"It had to be done or the Tree of Harmony wouldn't have survived." I couldn't help but notice that Rarity's voice was a little wistful as well.

"But Twilight was right. Even without the elements, our friendship is as strong as ever." That was Fluttershy, always looking on the bright side.

"I just hope another-" Applejack made air quotes "-'friend' of ours never makes us sorry we had to give them up."

"Oh, you're talking about me, I presume?" There was Discord, flying down from the sky using an umbrella, holding a duffel bag.

"How'd you guess?"

"My ears were burning." He put them out with a glass of water.

"So, what bring you here, Discord?" I asked.

Discord pulled out Twilight's friendship journal. "Oh, I'm just doing a bit of light reading before I head off on my extremely important mission." He pulled down a curtain of the Equestrian flag and wore a military helmet, a pair of sunglasses, and a bubble smoker. "I suppose you all know that I've been tasked to capture a certain escapee."

"Big deal," Spike said.

"You're right, Spike. It is a big deal." The draconequus blew a bubble, which enveloped Spike and sent him flying into the air. When he popped, he started falling, only to be caught by Rainbow Dash. "Seems I possess a magic that gives me quite an important role in Equestria. Maybe they should make me an alicorn princess." He poofed into a different costume, this one have a pink horn, wings, and wearing a crown.\

"In your dreams!" Rainbow Dash knocked off his crown.

"Oh, I never dream of such things." Discord pushed the horn back into his head, popping his normal mismatched horns back out. "Ask Princess Luna."

"Don't you have a creepy magic-stealin' villain to track down?"

Discord rubbed his chin. "Yes, I suppose now is as good a time as any for me to make my exit." He hopped on to a motor-driven scooter.

"Wait, Discord..." I hesitated. "Do you mind if I come along?"

About every jaw in the area dropped to the ground. "And before you say anything, Twilight," I said shushing her, "it's totally safe. Discord is the _Avatar of Chaos._ If it gets even a bit too dangerous, he can just snap me back here. Tirek can't steal my magic either, because all of it is in the amulet."

Twilight raised her hoof to argue, then dropped it. "Fine, Matthew." She said. Walking up to Discord, I could barely hear was the alicorn was saying. "Discord, if my student comes back with even a scratch, I will personally _tear out the elements and turn you to stone. Understand?"_

"Yes yes, I get it. Here's your book, by the way. I bookmarked a few of the more interesting passages. You should really take a look." He leaned in to Fluttershy. "We're still on for tea later, aren't we, Fluttershy?"

"I wouldn't miss it."

"I'll bring the cucumber sandwiches!" He hopped back onto the scooter. Revving the engine, he drove both of us through a magic doorway, sending us into the next dimension.

\---

I watched from a rooftop as Discord, disguised as a common unicorn, used magic to close a box. He had positioned himself close to a dark alley where he could easily be ambushed, hoping to lure out Tirek. His assumptions were correct, because I soon saw a dark figure close in. Just as he was a few feet away...

"Tirek, I presume?"

The robed creature stepped back. "Discord. You're free?"

"As a bird." He stretched his wings.

"I commend you on your escape."

"I'm afraid the feeling isn't mutual." He snapped his fingers, and chains appeared around the centaur. Tirek attempted to break his chains, but they held without even a groan.

"Oh, I should have know you would want to have Equestria all to yourself," Tirek said bitterly to a police officer Discord, twirling a baton.

"I'm not doing this for me. I'm doing it for my friends." He leaned in. "Just between the two of us, it's mostly for Fluttershy."

"Fluttershy? You're not saying you're friends with ponies?"

The draconequus popped out of a large cake. "Surprise!"

"I am surprised that someone with your intellect does not see this 'friendship' is but a new form of imprisonment. Clearly you've had to abandon your true nature to stay in their good graces."

Discord looked indignant. "I have done nothing of the sort!"

"Oh please, I've seen this before. But he was always weak minded. You are Discord, you are legend, you can not fall into the same trap that claimed my brother! Help me to grow strong, and be rewarded with something far greater then friendship. Freedom."

I could see Discord's mind begin to turn; he was actually debating it. "Once I've stripped these ponies of their magic, nothing would give me greater pleasure than to see their world turned upside down. Who better to do so than the master of chaos himself? Join me, Discord, and reclaim your greatness. Unless, of course, 'pony errand boy' is the role you've always wanted to play in this world."

The lord of chaos rubbed his chin. "Very well, I accept."

At first, I was outraged at Discord for this betrayal. But as I thought about it, maybe he was right. Was friendship really worth more then power? Right now, it didn't, maybe because I was still pretty pissed off at Twilight. At that point, I knew what I had to do. I jumped down to the alley below, my cloak billowing in the wind.

"May you make room for one more?" Tirek turned, with Discord peering over his shoulder.

"And who are you?" the centaur asked.

I bowed. "Matthew, welder of the Alicorn Amulet at your service. I wish to partake in this partitioning of Equestria."

"And what makes you think I won't just take your magic now?"

I laughed. "I'm guessing you can't absorb magic from artifacts, especially this one. Also, you're so weak now that even I could probably beat you. So, shall we make this a threesome?"

Tirek stared at me for a second. "Very well, you can join in on our alliance. Help Discord in securing me magic, and you shall be rewarded.

I grinned. "Excellent. Twilight Sparkle will limit my power no more. I can now choose my own fate."

"She will not know what hit her."

\---

As I watched Tirek steal magic from the many unicorns in the theater below, I pulled out a quill and parchment. "Hey Discord, you don't mind if I write to Twilight, don't you."

"Oh, of course not." He flew over. "I do wonder, though, whatever are you writing about?"

I smirked. "Just a lesson about friendship." When I finished, I pulled out a lighter. "Dragonfire lighter," I explained. "Twilight gave it to me in case I was ever in danger." I burned the paper, which disappeared in a cloud of sparkles.

\---

_Meanwhile, in Canterlot..._

"Discord has betrayed the ponies of Equestria and joined forces with Tirek."

"How could he do this?" Twilight asked in disbelief. "I thought our friendship meant something to him! I thought he had changed."

A dragonfire message seeped in through the window, materializing in front of Twilight. She unrolled it with magic. "It's from Matthew! I sent him with Discord... I hope he's alright."

"Dear Twilight," she read aloud. "As you probably know by now, Discord has betrayed you and joined Tirek. I bet you're all angry and shocked about how he 'betrayed your friendship' or something. Well he didn't. Everypony but Fluttershy treated him like some animal, always blaming him for everything gone wrong. The best example of that was when the Everfree invaded. You were all too happy to lay it on Discord and were just about ready to turn him to stone. You really should have seen this coming. Your faithful student, Matthew."

Twilight lowered her head. "I guess he's right," she said. "We didn't really treat Discord like a friend at all."

Another cloud of smoke came into the room. "P.S. I've also joined forces WITH TIREK?! Maybe he'll let me use magic you never would?!" The alicorn groaned. "I guess I also put too much faith in my student.

"Then we have no time to lose." Princess Celestia, Luna, and Cadence all gathered around. "With Discord and the Alicorn Amulet on his side, Tirek will drain all of Equestria before we can stop him."

"Our only hope is to rid our magic by placing it in your care, Twilight Sparkle."


	8. A Student's Betrayal, Part Two

Our conquest of Equestria was going well. Tirek had already grown enough to tower over us, his fur gone from a sick brown to a blood red. We were just stopping in a small village nearby Ponyville, on our way to break into Canterlot and steal alicorn magic from the princesses.

Just as Tirek had started draining the ponies there, though, I felt a massive spike of energy through the cosmos. Or at least, the amulet did. Someone had just received a massive surge of magic nearby. Discord wibbled. "That can't be right."

"What can't be right?" Tirek asked.

"Nothing. Carry on." The centaur turned back to stealing magic.

I leaned in to Discord. "So, you felt it too?"

He rolled his eyes. "The whole cosmos felt it, of course I did. But what could it mean?"

I shivered. "I don't know, but there is one thing I do know. The tables have definitely turned, and not to our favor."

\---

"Shining Armor, why, whatever are you doing here?" The captain of the guard looked around, only to find that his men were floating in an anti-gravity field.

"Back off, traitor."

"Oh, if you consider him a traitor, what does that make me?" I floated down from the tower, setting down next to Discord.

He looked at me with seething eyes. "_You. _I heard from Twilight about her favorite new student. How could you betray her trust like that?!"

I snorted. "And you must be her 'BBBFF'. If she didn't want Discord and I to betray her, then she shouldn't have treated Discord like an animal, and me like a child." I turned away. "Drain him, Tirek. I will secure the princesses."

I smashed through the double doors with a blast of dark magic, walking into the throne room. Celestia was sitting on her throne, with Luna and Cadence on each side. But something was missing. The royalty looked frail and almost weak.

"Hello, everyone. Miss me?"

Luna glared. "We never should have released you from the dungeons."

I grinned. "Yes, well, humans are a flawed race."

Tirek stormed in, immediately grabbing Celestia and draining her magic. But no magic came out. "WHAT HAVE YOU DONE?" he roared. The centaur tried to take Luna's and Cadence's magic as well, but to no avail. "WHERE IS YOUR MAGIC?!"

After a few minutes of rage, stomping, and breaking things, Tirek seemed to get himself under control. He all but threw the princesses down below, and sat himself on the throne.

"Getting rid of your magic so that I can not take if from you? That was your plan? How does it feel, knowing that soon, every pegasus, unicorn and earth pony will bow to my will, and that there is nothing you can do to stop it?"

"You will not prevail, Tirek," Celestia said weakly.

A portal behind them opened, leading straight to Tartarus. "Give my regards to Cerberus." I waved at them as the window closed.

"You meant our will, didn't you?" Discord was playing with a glass pane depicting him being a puppet master over ponies.

"Of course." He tore off his necklace, a golden triangle. "Here, I want you to have something. This was given to me by someone very close to me." He tied it around Discord's neck. "I give it to you as a sign of my gratitude and loyalty."

"Oh, my! I do love a good accessory. I suppose that's Rarity's influence."

Tirek looked at one of the many windows, this one showing him using a sword to cut Discord's sandwich. "Amusing. But we have no time for such things. With the princesses out of the way, we can now-" He noticed the window of Princess Twilight Sparkle. "Is this meant to be humorous?"

I took a closer look at it. "Actually no, that one is an original piece."

He glared. "There's a fourth? And you did not tell me this?!"

Discord walked up to him. "I just needed some assurance that you truly considered this a team effort." He motioned at his trinket. "And now I have it."

"Then where can we find this fourth princess? Where is her castle?"

I laughed. "Castle? Twilight lives above the library in Ponyville."

Tirek put on an evil grin, easily surpassing the top hundred I've ever seen. "Not for much longer." He stomped off, the glass of Twilight melting behind him.

\---

"Ta-da!" Discord presented with the Mane Six minus Twilight, all locked up in a cage. As I had guessed, he had found them outside Ponyville.

"You've gathered up all of them?" Tirek asked as we walked up.

"And her little dragon too."

Fluttershy, unsurprisingly, was the only one who seemed truly distraught about Discord's betrayal. "Why are you doing this? I thought we were friends!"

"Oh, we were. But Tirek offered me so much more then just tea parties."

"Sorry, Fluttershy," I included, "but only you actually saw Discord as a friend. And as the saying goes, 'You get what you expect'."

Even though they weren't my friends anymore, I couldn't help but look away as Tirek drained their magic. The ponies all fell to the ground, their eyes glossing over. "You really think she'd do anything for them?" he asked Discord.

"If Twilight has magic to give, it will be yours. Soon there won't be a pegasus, earth pony or unicorn who will be able to stand up against us."

"Us? Who said anything about us?"

Discord's eyes widened in shock as he realized what Tirek was implying. "You did."

The centaur's magic surrounding the draconequus, floating him upwards and binding him. "You've helped me grow strong, you've provided the means by which I can obtain Princess Twilight's magic, and now you are no longer of any use to me." He drained Discord of his chaos magic, the substance looking, well, chaos-y.

The magic-drained Discord fell to the ground. He held up the amulet he wore. "But you said this was a sign of your gratitude and loyalty. A gift from someone close to you."

"My brother who betrayed me. It is as worthless as he is."

As Tirek walked away, I knelt next to Discord. "Surely you saw this coming."

He looked up at me, eyes broken. "I didn't. I truly didn't."

"Matthew, you know Tirek's gonna betray you too, right?"

I looked at Applejack. "And take what? I have no inherent magic. It's all stored in this." I tapped the Alicorn Amulet. "Now, if you'll excuse me, I must go and chat with the princesses in Tartarus. Toodles!" I teleported away in a shadow of dark magic.

\---

I walked up to the three chained alicorns as casually as someone would to a friend. "You look awful."

They all glared defiantly, shooting daggers. I shrugged and turned away. "I'm sure you're wondering why I'm here. No, it isn't to gloat or to finish you off." I summoned a one-way mirror. "I just wanted to watch Tirek and Twilight fight with you."

I sat down close, but not so close that they could grab me. "Now, let's watch the battle unfold, shall we?"

\---

Twilight looked through her telescope, trying to find her target. She saw Tirek staring straight back at her, charging a magic blast. She realized just in time, teleporting inside and grabbing Owlicious.

"AhhhHHH!" The blast flung her back, with Twilight narrowly escaping any damage. The library, however, was completely destroyed. Shreds of paper and books littered the ground, the last remnants of her old home.

As Owlicious flew away, Twilight felt something she hadn't felt in a long time. Not sadness, confusion or even frustration.

Just pure anger.

She let loose a full blast of just one, but _four _alicorn's worth of magic. The beam was a wide as Tirek himself, sending him flying back even with his shield. It smashed into a mountainside, exploding with about the force of a hydrogen bomb.

"Now I understand what your fellow princesses have done!" He grabbed Twilight with his magic, throwing her into the same mountain from moments ago. She crashed into it, her magic shield just holding.

Tirek didn't let up, though. He flew right into Twilight, sending her through the mountain. The alicorn quickly recovered, teleporting above him and slamming him into the ground below.

Twilight flew in for a strafing run, avoiding the pillars of rock that Tirek was creating. She sent another blast of magic at him. The centaur responded with his own, creating a explosion that could be heard as far away as Manehattan.

When the dust settled, both of them were still standing. "It appears we are at an impasse." He smiled wickedly. "How about I let my underling do a bit of fighting?"

"And that's my cue, ladies," I said, munching on popcorn. I bowed to the princesses. "It's been fun, but my master is summoning me. Make sure to root for me from behind the screens, hm?"

I teleported to the battle, where Tirek and Twilight were having an intense stare-off. "Ah, it appears that he has arrived. Entertain me, Matthew. Let's see how long you can last."

_He doesn't expect me to win, _I thought bitterly. _He's probably right, but I'll be damned if I don't try._

I let loose the largest blast of dark magic I could muster. It completely enveloped Twilight, even growing to half the size of Tirek himself. The alicorn, though, seemed to block it with ease.

"Matthew, please, listen to me!" Twilight pleaded. "You don't have to do this! We can still be friends!"

"What makes you think I want to be," I growled.

"Maybe it's because you're _still_ wearing my magical bracer?"

She was right; after all this time I still hadn't taken off that stupid dampener. I tore it off, throwing it away. "Let's see you handle this!" I bellowed, planting my scepter into the ground. Magic gathered around the head, darkening into pure black. Twilight's eyes widened, realizing what I was trying to do. It was a spell that would cause about the same explosion that Twilight had done, only with much more dark radiation.

"You leave me with no choice, Matthew!" Before I could finished casting it, she hit me with the large alicorn blast. My shield, only have the power of one alicorn at most, almost instantly broke.

Imagine being dumped into a pool of lava, being frozen in a block of ice, and taking thousands of flu shots all at the same time. It hurt ten times worse then that. I flew at the speed of light into a different mountain, cracking against the cliffs. My magic absorbed the worst of the damage, but I still felt had a ton of bruises and at least a few broken bones. Everything felt like it was on fire.

I passed out.

\---

"We have to get to the chest." Those words rung in my ears as I awoke. I tried to pull myself out of the rubble, but when I put any weight on my right leg, I quickly collapsed. Trying to summon my staff, I found that my magic had been reduced to nothing more then sparks. Humiliated, I pulled out the one magic focusing device I had left.

I grabbed the golden staff of Twilight Sparkle, which I had nicknamed "Twi Cane", and was finally able to pull myself up. Looking around, I saw Tirek rampaging nearby, more than four times his original height, and I knew that he got the alicorn magic.

_The chest. _My foggy brain cleared, and I knew that Twilight was planning something with the chest. They might have even figured out how to open it. _I have to reach it before them!_

Because Discord had created the golden likeness of the alicorn princess, it had a bit of inherent magic to it. Using that magic, I was barely able to teleport to the Tree of Harmony. Now even more drained than I was before, I leaned against the tree itself.

So that was how the Mane Six found me. Tired, beaten, battered and bruised. I wanted to stand, to say something intimidating, but I simply couldn't find the energy for it. All I could manage was a grunt.

Twilight walked up and knelt in front of me. "Oh, Matthew. Where did I go wrong?"

"You did nothing wrong, Twi. Your student here was just a bad apple." Applejack glared at me.

Rainbow Dash joined in. "Yeah, there was nothing you could have done for _him._" The words stung me, and I knew why.

"Girls, no. This must have been some mistake on my part. I shouldn't have controlled you so much, I should have-"

"Twilight, no," I said firmly. "This is all my fault. I let my anger and greed blind me, as it does for most humans. I should have known this would have happened sooner or later, but I never could have guessed that this much damage would be the consequences."

"Now, I assume that you've gotten the last key for the chest?" She nodded. "Good. Now open it. Use the power inside to defeat Tirek, and save Equestria. I'll be waiting here, designated for my fate."

Twilight stood up, then walked over to the chest. Tapping Discord's amulet onto it, I watched it transform into the final key.

"Together! I think we have to do this together!" The ponies all gathered around their respective spots, then turned their keys.

The chest opened, a rainbow shooting out and hitting the tree of harmony. Tendrils of light snaked through the branches to the elements, making them glow. Each pony was blasted with a column of light, ascending them through the cracks above.

"Get em, girls," I whispered. Then, for the second time that day, I lost consciousness.

\---

"Matthew the human, you have been accused of treason against Equestria, working with Tirek against all of ponykind, and unlawful usage of the Alicorn Amulet. What have you to say for yourself?"

The shackles, ones I knew all too well, rattled at my sides. As soon as the Mane Six had beaten down Tirek, explored Twilight's new castle, and done some general bonding time, they came back for me. The other princesses were not very happy with me, immediately being me in custody and hauling me back to Canterlot. I was now standing in front of the ponies, all of them. Celestia was handing down my sentence, looking rightfully pissed off at me.

"Your highness, I take full responsibility for my actions, and fully understand the repercussions of what I have done. I only ask that you unpetrify me every now and then, and maybe have somepony read me a book every week. It's probably going to get real boring.

A few ponies gasped, the most audible ones coming from Luna and Cadence. "After all this, you're that willing to be encased in stone?!" Luna exclaimed in disbelief.

I hung my head. "I know what happens to villains who cause this much havoc in Equestria. They're either banished to the moon, petrified, or locked in Tartarus."

The four princesses looked at each other. "Well, we had different ideas for you. We saw what happened after you left; the mirror you left behind only disappeared when Tirek was defeated. And I must say," Celestia said pulling out my improvised golden cane, "This 'Twi Cane' is most amusing."

"Celestia!" Twilight's face went red with embarrassment. I suppressed a smirk myself.

"We also saw your true remorse in the cavern, along with you coming to terms about yourself. That is the first step to redemption," Luna continued.

"So we've decided that the best way to proceed is to keep things as they are," Cadence finished.

"Princess Twilight will continue being you teacher, and will still be your guardian," Celestia explained. "However, she will no longer teach you about magic. She will teach you about friendship."

I laughed. "Oh, Celestia, what's the point of even saying that?"

She glared, obviously still angry at me. "Explain."

"If Twilight Sparkle has taught me anything through my months in Equestria, it's this. Nothing will change because of this one simple fact, the first step to reform."

"Friendship is magic."


	9. Our Town

"That's it! That's the place on the map!"

Oh, thank the Maker!" I said to Twilight, stretching my back. "We've been walking for hours! Let's get down there and find someplace to relax!"

"Wait. We don't know why the map sent us here. We shouldn't just walk right in. It could be dangerous."

"Stay behind me, everypony!" Pinkie Pie said. "I'm on it!"

"Careful, Pinkie!" Applejack called out.

I watched as the pink pony slithered, snaked and crawled through the desert and rocky terrain, looked out from behind cover every now and then at the small village. After finding a good lookout place behind a large rock near the town, she signaled us to follow. We sneaked up next to her, looking out over the ponies walking around.

"This is where the map sent us?" Rainbow Dash asked in disbelief. "It looks like the most boring place in Equestria!"

"It's just an ordinary village full of ordinary pony folk," Applejack agreed.

"It could certainly use a few more architectural flourishes," Rarity said, looking at the two rows of square houses. They all looked exactly the same, with no deviations. "Or any architectural flourishes."

"I think it's lovely," Fluttershy argued.

"I don't like it!" Pinkie said, eyes narrowing. "I don't like it one bit! I know smiles. And those smiles? They're just not right!"

"Forget the smiles." Twilight pointed at the ponies' flanks. "Look at their cutie marks!"

She was right; every pony there had the _exact same cutie mark._ Every single flank had two parallel lines, both horizontal and gray as their symbol. "They're all an equal sign," I said aloud.

"Okay, that's weird." Dash hovered a little lower to the ground.

_So is everyone equal here?_ I thought. _But if that's the norm here... I haven't heard of anything like this since the Soviet-_

My eyes widened in realization. It wasn't possible though, was it? Could ponies have actually set up a functioning society living like this? I had to check it out further. While the Mane Six were arguing about what to do next, I snuck off into the center of town.

"Welcome!"

"Welcome!"

"Welcome!"

Every pony gave the same greeting when they saw me, along with the same strange smile. My anticipation grew by the moment, along with my excitement.

"Welcome! Pardon my forwardness, but are you the royal human?"

Ah. It appeared that I had been in Equestria long enough for my reputation to proceed me. "Yes, that's me. I'm Matthew, the human student under Princess Twilight."

"So, what brings you to town?"

I rubbed the back of my head. "Just visiting is all. I would like to speak to the head pony around here, though." I looked around. "Are they nearby?"

"Oh, I suppose you mean Starlight Glimmer. Yes, she's right this way."

The white earth pony led me to the house on the end of the street, the only one not in the two rows. He knocked on the green wooden door. "Starlight, we have a new visitor!"

The door opened, and I walked inside the quaint little home. It was remarkably unremarkable, with little to say in the way of decorations. Another green door on the far side of the room opened, and out came a pink unicorn with a purple and teal mane.

"Welcome! I'm so pleased to have you here."

"This is Matthew, the royal human under Princess Twilight," the earth pony introduced.

"Yes, and I must say, this is an excellent village you have here. Very equal. Tell me, how did you get this communist regime running?"

Starlight's smile faltered, her face putting on a look of confusion. "A what now?"

"Oh, it's a-" I was interrupted by the thundering sound of six slightly annoyed ponies galloping towards me. I facepalmed, holding up three fingers. "Three, two, one..."

"MATTHEW, WHAT WERE YOU THINKING?!" Twilight Sparkle barged in and grabbed me by my new green t-shirt. "YOU CAN'T JUST RUN OFF LIKE THAT!"

I coughed, motioning to Starlight. The purple alicorn let go, realizing we had an audience. "Ahem. Excuse me. I'm Twilight Sparkle, and this is Applejack, Rainbow Dash, Rarity, Pinkie Pie and Fluttershy."

The unicorn's smile was now looking much more forced. "Wow, I wasn't expecting an alicorn princess and so many ponies. I suppose it would be easier if I gave you a tour of the village!"

She walked outside, calling out to all the ponies. "Heads high, ponies! Marching proud! All together now, every one of you! No pony left behind!"

\---

As the musical number ended, my joy reached new levels. This basically confirmed my suspicions. A communist society, perfectly functioning with no need for authoritarianism, because it worked simply on the good nature of ponies. It was my dream come true.

"Well, when we were sent to this village, we assumed it was to help in some way. But, well, it doesn't seem like you need any help." Twilight looked a little embarrassed.

"Have you considered perhaps that you might have been sent here so we could help you? After all, no pony has ever come to our village and wanted to leave. Why should you be any different? But that is entirely your choice. Please enjoy our little corner of Equestria. We're all quite fond of it. No doubt you will be as well." Starlight looked at the white pony from earlier. "Double Diamond, please help our guests with whatever they might need."

"Of course." The stallion led Twilight and her friends away. I, on the other hand, chose to follow Starlight back to her home. Listening in, I could hear the unicorn talking to herself.

"Well, this will certainly provide a boost to our little community. When the rest of Equestria sees that a princess gave up her cutie mark to join us, they'll finally understand what we're trying to accomplish."

"And what is that?" I asked her.

Starlight jumped, obviously caught by surprise. "Shouldn't you be with your friends?"

I shrugged. "They'll get along just fine on their own. What I'm curious about right now is you. How did you remove all the cutie marks? And what's your motive behind all this?"

I watched her eyes dart for only a second. "I think we should continue our conversation in my cottage," she said. We walked back inside the house, the door closing behind me.

\---

"You know what? I think I like you, Starlight Glimmer. I believe in your cause; that all ponies should be equal, so that true friendship can be discovered."

"That's great!" the unicorn said, eyes beaming at me. "All we need to do now is set up your cutie mark removal. I'm sure we can find room for tonight..."

"Oh, well actually-" I was cut off by a knock on the door. "Starlight?" Twilight's voice rang out.

Starlight put back on her smile and opened the door. Sure enough, the Mane Six were all waiting outside. "And what can I do for you?"

They all looked at each other. "We'd like to visit your cutie mark vault."

"Oh, well that's perfect! I was just about to bring your student Matthew there anyway!" She waved me over. "Now come along, it's just up the mountain."

As we walked, I strayed behind to Twilight and the gang, listening in.

"This must be the reason we're here," Twilight whispered.

"Pilgrimaging?" Pinkie Pie asked.

"No, helping those ponies get their cutie marks back."

"Twilight, don't rush to conclusions." I leaned in. "If they wanted them back they would just ask Starlight. You're just probably afraid of losing _your _cutie mark, aren't you?"

She sputtered. "No, I'm just-"

"Just through here!" Starlight pointed to a cave entrance. Walking inside, we were all stunned by the massive showcase of cutie marks before us. Each one had its own little box, shown behind a glass pane. I noted that there were still many empty spaces left for more. "Behold! Our cutie mark vault!"

"I've never seen anything like it!" Twilight exclaimed.

"And here is the Staff of Sameness." The unicorn pointed to a wooden two-pronged staff. "It was one of the great Mage Meadowbrook's nine enchanted items. We are incredibly fortunate to have it here. This is the tool that allows us to free ourselves from our marks! I'm curious, how did the subject of the vault come up?"

"Oh, some ponies were telling us how much they missed their cutie marks, and-" Twilight glared at Pinkie. "Oops."

Starlight gasped. "Were they? Well, it seems you inspire all sorts of free thinking, don't you?"

Rarity, sensing the tension, gave a nervous laugh. "We certainly didn't intend to cause any disruptions to your charming little-"

"Good," she interrupted. "Let's just make sure of that, shall we?"

Equality ponies began filing into the room from multiple directions, cutting off all escape routes. "It's a trap!" Twilight realized.

The alicorn teleported above everyone, trying to blast Starlight. The unicorn was faster, however, hitting her with a beam from the staff. Her cutie mark tore off from her flank, and she fell to the ground, her color dulled.

After throwing it into one of the empty slots, Starlight quickly took the other's marks as well. They joined Twilight's in the vault. The Mane Six had equality signs fade in where their marks used to be, making them no different then anypony else.

She turned to me. "And now to remove your cutie mark."

"You can try. I'm a human, remember? I have no cutie mark to take, nor any equal sign to gain. Still a believer in your village, though."

"Oh." Starlight looked disappointed. She put the staff back onto its pedestal.

"Give our cutie marks back!" Twilight glared at both me and Starlight.

"Oh, come on, Twilight. Now you can spend the rest of your lives here with us! And we'll teach you just how much better life can be without your cutie marks!"

Twilight looked at me. "And you agree with her, Matthew?"

I shrugged. "Worth a shot."

\---

"So, what's the plan for today?" I asked Starlight Glimmer as we walked towards the Mane Six's makeshift cell.

"Well, we're going to ask if they want to join our village! We happily accept new converts!"

I raised an eyebrow. "And if they say no?"

"Then we leave them in there and see if they change their mind! They don't get bored, I have a recording telling them all the things they could be!"

"War is peace, freedom is slavery, ignorance is strength, that sort of thing?" I rolled my eyes. "Don't bother asking me what it means, only Discord might get it."

Once we reached the final cottage, Starlight opened the door. There was the whole gang, looking even worse then they did last night.

"I trust you had a pleasant night?" she asked. "This way, please. There are some friends who'd like to see you." Leading the ponies out, Starlight turned to face the small crowd that had formed. "Gather round, friends, gather round." Turning back to the prisoners, she continued. "We've come to ask if any of you are ready to join us! There are so many friends to be made once you realize you don't need your cutie marks or the talents that come with them!"

"We have a welcome ceremony for new friends!" Double Diamond said. "The whole village joins together to build you your own cottage-"

"Not interested!" Rainbow Dash interrupted. Everypony there looked shocked. "You may have them now, but we're going to get our cutie marks back!"

"Y'all don't understand, do ya? You can't force nopony to be friends! It don't work like that!" Applejack, surprisingly, still had some of her farmer talk.

"Please, join us!" one villager pleaded. "We love new friends!"

"It's alright, everypony. This is a perfectly normal part of the equalization process for those who haven't... quite seen the light yet. We'll try again tomorrow once you've had a bit more time to consider our philosophy!"

Two stallions escorted the Mane Six back to their cell. Twilight stopped in the middle of the door frame, making an unexpecting Fluttershy bump into her.

"I'd like to join!" Fluttershy blurted out, then covered her mouth. The entire village seemed happy with this, giving cries of approval.

"Fluttershy, how could you?" Twilight had a look of betrayal, one that I was familiar with. It brought a wince with it.

"If giving up my cutie mark means I get to stay in this lovely village with lovely ponies, then I'll do it!" Starlight shut the door behind her, but not before I caught Twilight giving a knowing smirk. I instantly knew that this whole thing was a setup, and that Fluttershy was just trying to get back their cutie marks. I wasn't going to interfere yet, though; I wanted to see how this would play out.

"We have a new friend, everypony!" There was a loud cheer from the crowd. "Now there's just one more order of business."

Starlight's eyes shone with ruthless cunning. "It seems some in our midst might be... dissatisfied with the village life!" There were gasps among the crowd, with Starlight herself showing a look of heartbreak. "Unfortunately, it's all too true, my friends!" She turned back to Fluttershy. "Will you kindly tell us the names of those friends who so desperately miss their cutie marks that they would sneak around in the shadows talking to strangers about it? Just so we can be sure your intentions are indeed pure."

I saw Fluttershy's eyes dart, being stuck in a bind. "Um, I don't know who they were." She looked around at the villagers. "I'm sorry. I don't know your names and faces yet."

"Nonsense! Obviously these ponies must have asked you directly." Her voice became hard, no longer a suggestion, but an order. "Kindly point them out!"

The yellow pegasus trembled, sweat forming. I saw that if something didn't happen soon, she would break on her own. Luckily, something did happen.

"It was me!" The crowd parted to reveal a white unicorn. "It was only me! But I only wanted it back for a little while!"

I saw Starlight's smug face, her knowing expression. "And you're quite certain it was only you?"

"I just wanted to remember what it was like." He hung his head in shame.

"And no thought to the pain you'd cause your friends. Such selfishness."

As he was led into the same house as the Mane Six, the unicorn looked back at everyone. "I'm sorry, everypony! I never wanted to leave the village! I love all of-" He was cut short by the door slamming shut.

"Thank you, everypony. That is all for today." The crowd dispersed, going back to... whatever they were doing. Fluttershy followed me and Starlight back through the village. Along the way, various mares and stallions welcomed her to the family.

"Gosh, you really are the nicest ponies I've ever met," Fluttershy remarked.

"Come. All new friends stay with me until their cottage is completed. Let's get you settled, and then you can enjoy all that our little village has to offer."

\---

I woke up with a start, hearing creaking down below. Getting out of bed, I crept down the stairs, trying not to wake Starlight. As I suspected, Fluttershy was about to fly up through the chimney like Santa Claus.

"You know, Twilight should really keep her face straight until _after_ the door closes." Fluttershy gave a "Meep!" and looked at me.

"Oh, Matthew, please don't tell anyone. I'm just trying to get all our friends' cutie marks back."

"Along with everypony else's. You want to destroy the foundation of this whole village just because Twilight doesn't like what's going on here!"

Fluttershy tried to puff herself up, but failed miserably. "So I should just let Starlight turn us into ponies we don't want to be?"

Ouch. It always seemed that Fluttershy knew what to say to make me hurt most. As much as I loved equality, it was far overshadowed by my hatred of forced change. "Fine," I grumbled. "Just only take your cutie marks, and no one else's. I don't want to hear Twilight trying to 'fix' this town, alright?" She nodded. "Good. I'm going back to sleep."

After watching Fluttershy crawl up through the fireplace, I turned to go back to bed. I was just walking up when I was Starlight coming down. "Oh, Matthew. What are you doing up this late?"

"I thought I heard something, but it was nothing. Was just heading back to sleep."

"Well go on, then." Her voice was a bit strained, as if she needed me out of here fast. Curious, I stomped up, making sure it was blatantly obvious that I was walking up... then stopped as far up as I dared, listening in to Starlight. Hearing the door open, I leaned in.

"Excellent work, Double Diamond."

"Of course, but I don't understand why you wanted me to bring them here. Fluttershy is one of us now. Surely she can be trusted."

"This one belongs to a princess. It could be very important for our cause."

"But if Twilight Sparkle becomes our friend, then why do we care about this old cutie mark?"

"I just want to keep them close until everything is... settled. You may go, Double Diamond." I heard the door close a few seconds later. Hoofclops could be heard going up the stairs, and I quietly raced to our room, sitting on my bed.

Sure enough, Starlight came walking in right as I got settled. She narrowed her eyes as I noticed the Mane Six's cutie mark cases floating behind her. "Shouldn't you be sleeping by now?"

"Why are you taking those out of the vault?" I answered back.

"Well because I-" She stepped on the edge of a bucket, water splashing all over her. I suppressed a laugh as she levitated a towel over to dry herself off. "Ugh! Starlight, you clumsy foal!"

She must have noticed me staring at her flank, because her eyes narrowed at me. Looking at it, Starlight saw that her fake equality sign makeup had come off as well. I was surprised, but not shocked; leaders of communist regimes tending to lie about themselves to make them more relatable. "Oh, it came off again?"

She got some powder to cover up her cutie mark, then got a template of the equal sign and dusted on that. When she finished, no one could tell the difference between her fake one and a real one.

Starlight then walked over to me. "If you tell a single pony about this-" her horn bumped against my skull "-I will personally send you to Tartarus. Understand?"

I nodded. "As disappointed as I am, even I still want this village to survive. Telling the ponies would only destroy what you've worked so hard to create. I'll keep quiet."

"Good." She turned away. "Now go back to sleep. We have a long day ahead of us tomorrow!"

\---

"I've got a good feeling about today!" The Mane Six were once again led back outside, where the whole village watched with anticipation. "So, do any of you have anything you'd like to say?" They all looked at her with scorn, defiance, and anger. "Aw, pity. Well, let's try this again tomorrow, shall we?" She turned back to the crowd as they were once again escorted inside. "No new friends today, I'm afraid!"

"Wait!" Fluttershy hesitated. "I'd like to lock them in."

I glared at her in a silent warning, but Starlight didn't seem to notice. "Marvelous, Fluttershy! That's the spirit! Party Favor, will you join us, please?"

The white unicorn galloped out of the house, laying himself at Starlight's hooves. "I'm sorry, Starlight! I'm sorry, everypony! I've seen the error of my ways! I never want to look at my cutie mark again!"

"Hooray!" The crowd cheered at his reform.

"They tried to break me! They wouldn't stop talking about how different they are, and that somehow makes their friendship stronger!"

"Such backwards thinking," Starlight said, shaking her head.

"But I didn't listen! I knew what they were up to, and I didn't listen!"

"Well done, Party Favor!" Starlight actually looked proud at him. "We welcome you back with open hooves!"

"Um, Starlight?" I looked over at Fluttershy, who hadn't closed the cell door yet. "I think we might have one more friend joining us today."

The alicorn princess, Twilight Sparkle, walked out with Fluttershy, looking a bit nervous. My eyes narrowed, looking for some sort of trap.

Starlight, though, was looking all for it. She shoved Party Favor aside. "Is this true?"

"I think so," Twilight said. "But I just want to be sure. If I agree to leave my cutie mark in the vault, I'll really be happier?"

"Just look around! Equality has given us more happiness than you've ever known!"

"And you wouldn't let me just live here in the village with my old cutie mark?"

Starlight looked aghast. "Out of the question! A pony with a different cutie mark in our midst would destroy our entire philosophy! We are all equal here!"

_Wait, where's Fluttershy?_ "Then how do you explain this?!" The pegasus launched a bucket of water down towards Starlight. I mentally berated myself for being so lax. I was so focused on Twilight that I forgot about the other elements!

"Starlight, look out!" Luckily, she was fast, dodging most of the liquid. A few drops, however, splattered onto her fake cutie mark. Party Favors, in an attempt to wipe it off, also succeeded in wiping off the makeup. I could hear the gasp escape from the crowd as the truth was revealed.

"I knew you couldn't be trusted!" Starlight noticed her cutie mark was showing. "No! Get away!" I locked eyes with her, and both of us knew the gig was up. "What are you looking at? They're the problem, not me!" She pointed to the Mane Six, all filing out of the cell unattended.

"How could you?" Party Favor asked, nearly on the verge of tears.

"You said cutie marks were evil!" Double Diamond's anger seemed to be rising by the minute. "You said special talents led to pain and heartache!"

"They do! Don't you see? Look at them!" She seethed at the offenders in question, who were looking smug at their victory.

"Then why?" another villager questioned. "Why did you take ours and not give up your own?"

"I-I had to, you fools! How could I collect your cutie marks without my magic?" Starlight's own rising rage did nothing to defuse the situation.

"But the staff has all the magic we need!"

"The staff is a piece of wood I found in the desert! It's my magic that makes all this possible! You'd all still be living your miserable lives thinking you're better then everypony else if it weren't for my magical abilities! I brought you friendship! I brought you equality! I created harmony!" She was on borderline hysterics now.

"You lied to us!"

"So what?! Everything else I said is true! The only way to be happy is if we're all equal!"

"Except for you," Party Favor said bitterly. Starlight was looking just about ready to turn him into a box when Twilight interrupted.

"Everypony has unique talents and gifts, and when we share them with each other, that's how-"

"Shut up, Twilight!" I bellowed; my breaking point had been reached as well. I couldn't let this perfect utopia fall to strife and disharmony. "This bomb needs to be defused, not to have its fuse shortened!"

Unfortunately, it seemed the fuse had already burned through. "You can't have a cutie mark, Starlight!" I glared at the speaking villager, but there was nothing I could do in time. "Either we're all equal, or none of us are!"

"And that's our que to leave, Starlight!" Grabbing her and pulling out the Alicorn Amulet hidden under my shirt the entire time, I teleported both of us inside her house. Running, I quickly locked the door before the Mane Six could storm in.

While I could save Starlight from the angry mob, I couldn't stop the mob from running off towards the mountains, clearly intent on getting their cutie marks back. I shook my head sadly, mourning the end of a paradise.

Starlight Glimmer, however, had better things to do than look outside. "They think they can come to my village and disrupt my life? Let's see how they like spending the rest of their lives without their precious cutie marks!"

Using magic, she tore away her bed, showing a secret passage down under the house. She ran through it with the Mane Six's cutie marks in tow, with me not far behind. I was barely into the tunnel when I heard the door shatter, and I knew our pursuers were close. I ran faster.

Coming out of a cave nearby the village itself, Starlight and I began traversing the mountain ranges that were our escape. Starlight had conjured a wheelbarrow and was now towing the bottles along, with me keeping a steady pace nearby. Once we got to the pass, the mountains would be so deep that no one would find us.

Our luck, however, had already burned out. The villagers, empowered with their cutie marks, quickly caught up to us. "Are you all so willing to give up everything because of these strangers?!" Starlight yelled, firing a magic blast at the nearby snow bank. It came crashing down, trapping a few ponies with it.

As we came across the thin stone bridge, I saw a snow pie sail over my head towards Starlight. It crashing into her carriage, sending the cutie marks over the edge.

"NO!" Both me and Starlight cried out. We each caught three jars with our telekinesis, then kept moving. After we reached the end, the pink unicorn turned and shattered the bridge behind us, forcing the earth ponies and unicorns to halt.

We turned the final corner, and there was the cave entrance, our final escape route. Both of us poured on the speed.

Double Diamond, though, had other plans. Using a newly acquired pair of snow skis, he slid above us and sent a mountain of snow down. I only had time to say "Uh oh," before both of us were enveloped in snow. My magic weakened, and I heard the shatter of the glass jars, the cutie marks returning to their original owners.

Starlight and I crawled out of the pile, angry as Tartarus. The unicorn charged up a magic beam and was just about to fire it upon her former friends when Twilight flew to save them. She seemed to block the attack with ease.

"Wh- I studied that spell for years! How can you-"

I sighed. "Twilight, before you go into that whole 'friendship is magic' rant, it's because she's the _alicorn princess of magic._ Of course she's good at it!"

Starlight seethed at her. "How could you take this away from me?! I gave these ponies real friendships they never could've had otherwise!"

"How do you know that?" Double Diamond had come down and taken off his ski helmet. "You never even gave us a chance!"

At that point, Starlight was completely fed up. Blinding all of us with a flash of magic, I just saw her shadow escape into the depths of the cave. "Starlight, no!" I called out. But she was already gone.

Now, I was fuming. Turning back, I let up my anger on Twilight. "YOU RUINED EVERYTHING!"

"I just exposed her as the liar she is!"

**"YOU DESTROYED THE VILLAGE!"** My voice was reaching its breaking point. "The only working village of equality, and now..." I hung my head. "It's gone. Starlight Glimmer is gone."

"Let's just hope that when she's had a chance to think it over, she realizes what we were trying to teach her."

"Twilight, you just don't get it." I pushed myself out of the remaining snow and walked over. "Starlight won't take this lightly. This was her home, her life... and you ruined it for her. She won't stop until she gets her revenge."

"And you know this from experience, don't you?" Rainbow Dash was being rude, as always. Right now, I didn't have the will to fight back.

"Yes, Rainbow." I said softly. "I do."

"Well, that doesn't matter now!" Double Diamond walked over. "Now that we have our cutie marks back, how about we throw you a real party?"

"Yay, a party!" Pinkie Pie began bouncing back down the mountain, the rest of us following behind.

"Uh, Twilight? I know this might be a bit soon, but can you... leave out a few things in your report to Canterlot? I'm still on probation, and it might not look the best on me..."

She laughed. "Well, maybe I can leave a _few_ things out of the memo."

"Whew, thanks. Princess Luna told me it's very boring on the moon, and I'd rather not find out for myself."


	10. The Return of Starlight Glimmer

"If somepony had told me when I was a blank flank that one day I'd give a speech to a class at Celestia's School of Magic, I wouldn't have believed it, but..." Twilight faltered, flipping through her note cards. "I hope that I have been up to the task, because I can tell that all of you are and that the future of Equestrian magic is in good hooves."

Spike and I clapped. "Wow, that was even better than the first eleven times!" I said hopefully. As beautiful as the auditorium was, being set up for tomorrow's lecture, it was getting late and I was tired.

"Eh, I don't know, Matthew. I'd like to be able to get through the whole speech without looking at the cards."

"Come on, Twilight!" Spike puffed. "You can't be nervous about giving a speech to a bunch of magic students!"

"Yeah!" I agreed. "You're the literal _alicorn_ of magic! I'm pretty sure anything you say about it basically becomes law in Equestria."

"I'm not nervous, guys! I just want to set a good example, especially for magic students. That's why this speech has to be..."

"Perfect?" I guessed.

"Exactly. Let's go through it one more time." Me and Spike both groaned, laying back for another riveting lecture. "When Princess Celestia asked me to speak to you today, I was honored to have the opportunity to talk about my favorite subject: magic."

\---

"Does Twilight always ramble on about this type of thing?"

"Well, she did go over her speech last night about a million times, so yes. I'm sure she knows about the rambling and thinks nothing of it," I answered Starlight Glimmer.

We were both spying on Twilight, though I didn't know what for. I had caught Starlight trying to sneak in with the crowd of students, and chose to take a seat next to her. She didn't trust me, for obvious reasons, but Starlight at least tolerated my presence. The unicorn seemed a bit excited today, like something big was going to go down.

"So, what's got you all ruffled today?" I asked.

She gave a wicked smirk. "Oh, you'll see. I got a big surprise for Twilight in her castle later today, and-" She lowered her head. "I think she saw me. Sorry Matthew, but I got to go. See you at the castle!" There was a small flash, barely noticeable, then Starlight was gone.

When I looked back at the stage, I found a purple alicorn staring right back at me. I shrugged, knowing what she was silently asking. After a bit, she resumed her lecture.

"But, um, the real question about cutie mark magic is who it seems to affect." I got up and walked out, already knowing everything Twilight was going to say. It no longer held any interest for me. I sat down on a patch of grass nearby, pulled out my notebook, and started sketching ideas for new "Ponies: The Galloping" cards. It had really taken off ever since the commercial release, and I needed more material to keep it fresh and selling.

I was in the middle of a Crystal Heart artifact card when Twilight finally flew out, with Spike on her back. She flew down next to me, setting down lightly on the green field.

"Before you ask, yes. I was with Starlight Glimmer."

"And you didn't tell me?!"

I looked at her with a tired expression. "And interrupt your absolutely captivating speech?"

She sighed. "Fair enough."

"Great," Spike said. "Now we have a powerful unicorn who either is coming back for revenge, or was really interested in your talk."

"Nope, it's definitely revenge," I said breezily. "This isn't the first time I caught her spying on you."

"Really? When else did you find her?"

I thought back. "Well, there was that one time at the restaurant..."

\---

Twilight was talking with her old Canterlot friends at a restaurant. I was just standing there, looking awkward and noticing how reclusive Moon Dancer really was. Twilight had said that she was once like that; it was pretty funny to imagine the current Princess of Friendship wanting nothing to do with it.

Now, though, I was bored out of my mind. I began to wander the building, looking around and meeting new ponies. Everypony knew me by now, either from common knowledge, my newspaper headline long ago about how I had betrayed Equestria, or because I was the creator of that one amazing card game.

At one point, I wasn't looking where I was going, and I bumped into a pink unicorn. "Sorry," I mumbled, brushing it off. Then I looked down at her, she looked up at me, and we both froze.

Starlight Glimmer and I were silent for a few seconds. Then, not saying a word, I pulled out a chair, sat next to her, and pulled up the menu.

"So, still following around Princess Twilight?" She said it with such contempt that even I was surprised.

"Still on probation. Can't quit or else everyone gets suspicious." I took a softer tone. "Look, Starlight. You know I loved Our Town almost as much as you did. Can you really believe that I just brushed that off?"

She gave a grumble. "Now, while everyone orders the soup here, I know that the sandwiches are to die for. Want to order one while we spy on Twilight?"

"...I suppose a sandwich wouldn't hurt."

\---

"Well yes, that is odd, but it doesn't mean anything concrete! She could have just wanted some food there!"

"Fine, you want another instance?" I folded my arms. "Then there's the time when you were trying to figure out the inside joke with Discord..."

\---

As Twilight raged over the Mane Six's inaccurate answers, I heard some shuffling in the bushes. Carefully walked towards them, I was quickly levitated into the shrubbery, right next to my favorite unicorn.

"So, what's the plan today?"

She pulled out a pair of binoculars. "I know how to sneak into Twilight's castle now, but I'm not entirely sure how to take revenge on all of them. Do you have any ideas?"

I was about to answer when Pinkie Pie shouted out "Time travel?!" I listened back in to the conversation.

"Absolutely not! Time travel is not something to be messed with!" Both me and Starlight turned to each other, evil smiles on our faces.

"Are you thinking what I'm thinking?"

"Yes, I think I can get the spell. The question is, when should I go back, and what should I do?"

"Oh, that's easy enough." I looked her in the eyes. "Ever heard of something called the 'Sonic Rainboom'?"

\---

"YOU TOLD HER ABOUT THE CUTIE MARK STORY?!"

"Yep. So apparently, her plan is taking place at you castle right now, and involves cutie marks, time travel and revenge." I winced. "And Starlight probably won't appreciate me telling you that."

She put on a face of determination. "Come on, Spike. You too, Matthew. We have to find Starlight, and stop whatever she's planning!"

"K. See you there." I snapped, putting to use all that time I had spent training with Discord. Sure enough, I landed right in the map room, where Starlight was sitting on Fluttershy's throne.

"Ah, it's you. Twilight must not be far behind."

"Yes," I agreed. "I'd ask what your exact plan is, but we don't have the time."

She laughed. "Oh, the irony of what you just said..."

I was about to inquire when the door burst open, the princess and her dragon barging through. "Welcome home, Twilight!" Starlight said evilly.

"What are you doing, Starlight?"

Starlight cackled. "I'd tell you, but I don't want to ruin the surprise!" She levitated up a ancient scroll and shot a beam of magic at it. The words glowed, and the map of Equestria appeared on the table.

The spell wasn't finished, however. A rather large semisphere, endlessly turning with runes of gears just popped into existence above the map. A scary looking vortex replaced the cut-off of the sphere, spiraling beyond.

"Looked a lot funner when Twilight did it," I muttered. The pink and purple, while not very appealing to me would have made the ride much less terrifying.

Starlight, though, wasted no time. She immediately lifted off the ground, being sucked in. I could feel the same happening to me, less of gravity being diminished and more of it flipping the other say. "Hasta la vista!" I said before the world around me went blueish-green.

After a few seconds of unpleasant swirling, I fell through the ground. I must admit, going straight through clouds is a breathtaking experience. I suggest you try it... if you've mastered the self-levitating spell by then.

"Not funny, Starlight." I floated over next to her behind a rather convenient cloud patch. "What if I hadn't known how to levitate myself?"

"I would have caught you." She smirked. "Maybe."

Rolling my eyes, I finally noticed we were in Cloudsdale. Looking at where most of the pegasi were gathered. I saw Rainbow Dash, looking much smaller than usual, race off and accidentally knock over a much smaller Fluttershy. The strangest part, though, was that both didn't have their cutie marks.

Eyes dawning in realization, I turned back to Starlight. "The time spell. You actually took my advice on the rainboom?"

"Of course I did! The more I thought about it the more it turned into the perfect revenge plan. A cutie mark for a cutie mark."

"I like your style, Starlight Glimmer."

We watched as Rainbow Dash the filly raced through cloud hoops, trying desperately to win the race. I held my breath as they approached the downhill stretch, wondering what Starlight would do to stop her. I saw the white barrier bending around Dash, the rainbow beginning to form...

And then she stopped in midair, hogtied by a certain unicorn's magic. "Aw, sorry about this," Starlight said in fake sympathy.

All around me, I literally felt the fabric of time change. I didn't know exactly what my mare friend had done, but it was definitely big. Like world-changing big.

Twilight, who apparently had just found us, came flying in. "What did you do?"

I shrugged. "You are about to find out." Another portal appeared above our head, with Twilight and Spike being sucked into it.

"How did you know that was going to happen?"

I shrugged again. "Lucky guess? So what happens now?"

She sighed, as if a long day of work was ahead of her. "Twilight will obviously try to use the spell to go back in time further and stop me, but I've set it so we always appear before her. All we have to do is keep her from fixing things until she gives up, and we win!"

"Then we can refound Our Town," I said dreamily. Time chose at that moment to open up once again, taking me and Starlight back by about two minutes. This time, though, I caught myself with magic before I even touched the clouds. We both heard Twilight from across the road. "All we have to do now is find Starlight and-"

With a magic zap, both her and Spike were encased in a pink see-through crystal. "Well, finding her will be easy!" Starlight said, walking out so Twilight could see her.

"But stopping her's gonna be harder then you think," I finished. Seeing Twilight's eyes widen at my sort-of betrayal was much easier the third time.

Starlight launched into a long monologue, and I sat down on the paved road to listen. "Sorry to disappoint you, but I created that spell to send myself back in time. So even when you cast it, I still get sent back here. It wasn't difficult to change Star Swirl's spell. He'd already done the hard part. But figuring out I could use the map to go to any place or time and pull you along with me?" She laughed. "I even impressed myself with that. I knew you'd try to stop me. You're so predictable. Why else would I leave the scroll behind? Touching it triggered the map to whisk you here and watch me erase the one thing that linked you with your friends!" She stood on top of Twilight, looking down at her with burning eyes. "My village was a sanctuary of equality, where nopony's cutie mark allowed them to feel superior! It was a special place, and you and your friends took it away!"

"Uh, Starlight?"

"What?!"

"You're talking to a cloud now." She looked down again, where Twilight had already sunken out of sight. She sighed and flew below the cloud, me not far behind.

"Now it's my turn to take something from you! Without the rainboom, you and your friends will never form your special cutie mark bonds! Cutie marks for cutie marks! Sounds like a fair trade to me!" She tapped the crystal, and both alicorn and dragon plummeted towards the earth far below.

"So, what now?" I asked as we floated back up.

"Now, I take care of some bullies." She pointed over to Fluttershy and two other pegasi colts.

I sighed. "As much as I love that you're changing things up, I'm gonna sit this one out. This method seems a bit boring to me. If you need me, I'll be drawing over there." I pointed to a cloud not far away.

I was able to get a birds-eye view of Starlight talking, then Twilight arguing with her, then Twilight talking with Rainbow Dash, then being taunted by Starlight again until being sucked back into the portal. I groaned, knowing I would only get a few more seconds of relaxation.

I scribbled, my hand and quill working rapidly. "No, no please, I need to finish Shining Armo-" Time didn't care, and I was still taken back about five minutes earlier once again.

Twilight was ready this time. When Starlight tried to zap her, she already had her magic shield up and instantly replied with her own. The pink unicorn dodged, just missing the alicorn's beam. "Not bad, but it's gonna take a lot more than that!"

"Lucky for you, there's more where that came from!" She fired again, and missed again. Starlight was a good dodger.

"You really need to work on your aim!" And thus commenced the greatest magic battle Cloudsdale had ever seen. I sat down some bleachers nearby, watching the whole thing unfold.

It wasn't long though before I was joined by a rainbow filly and two colts. "Come to watch the fun?" I asked.

She looked at me excitedly. "Well, duh! This looks like the greatest duel of the century!"

The purple alicorn nearby was not amused. "What are you doing? You have to finish your race!"

"No way! This is way more exciting!"

"See?" Starlight said smugly. "You can't stop me no matter what you do."

Twilight was about to argue when time once again sucked her from the city in the sky. As the pegasi turned to leave, I floated over to Starlight. "How much longer do we have to do this?"

"I don't know, how stubborn is your teacher?"

I moaned. "This is going to take FOREVER!"

\---

We landed again on clouds, but this time Twilight had the drop on us. Starlight was the one to be encased in crystal, a look of surprise on her face.

"Matthew, get over here and help me! The future of Equestria depends on it!"

I legitimately hated betraying Twilight right now, but the stakes were too high to do otherwise. Using a dark magic blast, I freed Starlight. "Sorry Twilight, but Our Town is worth too much for this."

Starlight wasted no time, flying over and tripping Rainbow as she flew by. Twilight was immediately pulled back through time. You know the drill.

\---

The alicorn flew out much more controlled now, attempting the same trick as last time. It completely missed its target, freezing filly Dash in place. Starlight and I gave sarcastic claps at her.

\---

Starlight was guiding Fluttershy through the cloud hoops when she returned. With the yellow filly looking like a good flyer, there was nothing to bully, and nothing to race against.

\---

"Up for another race-ending fight, Twilight?"

"No," Twilight answered, looking slightly defeated. "You were right. I can't stop you." Starlight, guessing that she had given up, shot a blast at the alicorn, only for the purple shield to knock it away. "But you can't stop me from trying, and we could be stuck doing this for all eternity!"

"If that's what it takes to keep you and your friends from getting your cutie mark connection, then I'm game!"

"I mean, come on, Twilight!" I said in an exasperated huff. "You're acting like the fate of all Equestria hangs in the balance!"

"It does!"

"Oh, spare me your overblown ego! No group of friends, not even Princess Twilight's, is that important!" Starlight, almost on instinct, used a small bolt of magic to trip Dash for the millionth time. The time spell opened once again.

"I don't know how important other ponies' friendships are to the future..." Twilight said, "But I can show you what the world is like without mine!" She lunged, just latching onto Starlight before both were taken back to original time.

I sat down, now completely alone among ponies from the past. "Well, this sucks."

\---

For the first time today, I was actually relieved when time spat me out in the usual place. Twilight and Starlight were there too, but something had changed. The pink unicorn looked like she had recently been crying, and was now filled with a rage even I had never seen before.

"You don't know what it's like to lose a friend to a cutie mark!" she practically screamed. "But once I stop the rainboom, you will!"

A flash of teal magic, and the scroll Twilight had been using was now in Starlight's hooves. "And when I destroy this scroll, there will be no way for you to change it!" The sound of tearing paper made me wince, much like velcro ripping.

The alicorn's eyes went wide; she knew the window of opportunity before all was lost was closing. "Starlight, you're right! I don't know what you went through! But I do know you can't do this! I've seen where this leads, and so have you!"

"I only saw what you showed me!" Starlight challenged. "Who knows what'll really happen?"

"I've seen it a dozen times! Things don't work out well in Equestria without my friends!"

"Ugh! What's so special about your friends? How can a group of ponies that are so different be so important?"

"Well," I said raising my hand, "Twilight may be telling a bit of the truth. When Tirek, Discord and I teamed up to take over Equestria, I don't think the 'good guys' would have won if Twilight and company hadn't opened that chest."

Twilight glared at me. "Yes, I saw that future. You ruled over what was left of Equestria as a self-proclaimed emperor and treated Celestia and Luna _like pets._"

I gulped. "Please don't tell anyone."

"ENOUGH!" Starlight tore the scroll to the very edge, the paper holding on by a thread.

Twilight tried her last-ditch approach. "Look, I know Sunburst and you didn't work out. But that doesn't mean that you can't make new friends! My friendships aren't the only important ones in Equestria, everypony's are! Just imagine all the others waiting for you if you just give them a chance!"

Finally, I saw Starlight crack. Tears filled her eyes, and I knew that Twilight could break her if she played her cards right. "How do I know they won't all end up the same way?"

"I guess it's up to you to make sure they don't."

And that was the straw that broke the camel's back. Starlight Glimmer, founder of Our Town, creator of the first real time spell gave up. The scroll fell to the ground as the sonic rainboom blasted our eardrums, making the sky light up with colors. Time finally brought us back to the present, for real this time. As we settled back at Twilight's castle, the scroll floated back into the vortex, basically imploding in on itself.

"Oh thank the Maker, it's all over," I said. Time travel was not at all as fun as most shows made it look.

The large double doors burst open, and the rest of the Mane Six ran into the room. "What in Equestria was that?" Rarity asked.

"Uh, and what's _she_ doin' here?" Applejack said, pointing at Starlight. I glared at her, and she glared right back.

"It's kinda a long story," Twilight explained, trying to defuse the situation.

"Starlight, can you leave the room for a moment?" I asked. "There's some things we need to talk about."

\---

"So, what do we do with Starlight?" I asked. "She's the most powerful unicorn in Equestria, even beating Twilight in terms of raw magic. We can't exactly send her on her way."

"Exactly," Twilight agreed. "Which is why I think this is the best way to go." She told us her plan, with everyone, including me, nodding in agreement. "Spike, can you go get Starlight?"

The dragon waddled over and opened the door, letting the pink unicorn back in. "I know there's no excuse for what I did," she started, "but I want you all to know that I'm ready for whatever punishment you think is fair."

I looked at Twilight. "Can I say it?" She nodded.

I jumped out of my throne, pretending to read a invisible scroll. "By order of Princess Twilight, blah blah blah, Starlight Glimmer will be taught friendship under Twilight Sparkle with Matthew the magical human, blah blah blah, you get the idea."

"Really? Me, a student under you? How do I start?"

"Starting is easy!" Twilight said. "All you have to do is make a friend! And you've got seven-" I coughed loudly "-I mean eight of them right here!"

"Don't worry, Starlight. I'll be with you every step of the way." I slung my arm around her, waving with my free hand.

"A whole new world of friendship is just around the corner."


	11. Thorax

"Last time we came to the Crystal Empire, I got mobbed in the street!" Spike said as an answer to his trench coat and sunglasses disguise.

"Spike, we get it. You're super popular in the Crystal Empire. The thing is, I'm also pretty well known here too, and I didn't bring a disguise."

"Matthew, why are you so known here? I'm mean, you're the only human in Equestria, but it's still weird." Starlight looked at me with a quizzical expression.

"Well," I said grinning. "Twilight could tell you all about that too, but I suppose this is my story. It took place long ago..."

\---

_In the Equestria Games, after Spike had saved the Crystal Empire for the second time, but before Tirek's invasion..._

"_Hurry, Twilight Sparkle! We will hold Nightmare Moon and Chrysalis at bay!" The celestial Diarchs and the Princess of the Crystal Empire struggled with their pegasi army against the forces of evil and their unicorn horde._

_"Alright girls, let's finish this!" The elements on their heads shone, getting ready to fire the rainbow beam of friendship._

_"Not if I have anything to say about it!" There was a snap, and the Elements of Harmony disappeared. Discord had appeared on the battlefield. "Now now, it would be no fun if you won the easy way."_

_The purple alicorn looked around, watching the battle around them. Celestia and Luna had already fallen, and even with Shining Armor, Cadence would soon fall too. Just when all hope seemed lost, she saw the way._

_"Fluttershy, The Stare!" Discord soon found himself in the equivalent of petrification. The elements reappeared on their heads, and the beam of mass destruction fired._

_"**NO!" **All three villains looked with horror as the blast sailed right past_ _them..._

And reduced my life to zero. I sighed, every pony watching my face. "Good job, princess. You beat me at my own game." I leaned over to shake her hoof.

The crowd went wild. Everyone was cheering at Princess Twilight, the pony who had beaten the Royal Human, maker of the game itself. Even the other princesses seemed pleased... if not a bit amused.

I put my hands up, and the ponies went quiet. "Congratulations, Twilight Sparkle. You won in the first 'Ponies: The Galloping' Equestria Games. Here is your prize. Not the unicorn Twilight Sparkle, but the alicorn planeswalker Twilight Sparkle. The only one in existence." I handed the card to her.

Her face was the very essence of excitement for at least the next three days.

\---

"Or at least it was," I said to Starlight, "until I sided with Tirek. Which I'm sorry about."

"Oh right, that's why you're on probation," Starlight realized for probably the third time. "But how did you cause such a big problem? I haven't seen you use much magic at all."

I pulled out the Alicorn Amulet, usually hidden behind my shirt. "This thing is chock full of dark magic. And if it's good enough for 'The Great and Powerful Trixie', I think it'll work for me too." Both me and Starlight gave a laugh remembering the look on Trixie's face when she saw that I had the amulet. Apparently she had been the original owner of the artifact, and her personality was twisted while wearing it. I felt no such effects, though. Maybe I was already that evil?

"I hope that Shining Armor isn't still too mad at me," I said, remembering how cold he was last time. I couldn't get within ten feet of Flurry Heart without two armed guards blocking my way.

"Oh, please. I'm sure he's over it by now." Twilight was always the optimist.

"I hope so, Twilight. I hope so."

\---

"This is weird," I said, looking down the deserted street. "Where are all the crystal ponies?"

"I guess I don't need the disguise after all." Spike threw away his wig and hat, which he had been wearing since the train ride. As if fate itself wanted to prove him wrong, a crowd of ponies immediately mobbed him from out of nowhere.

"It's Spike the Brave and Glorious!" one said. "He's come to save us yet again!"

"Save you from what?" I asked.

The three closest ponies turned and looked at us with worried eyes. "Oh, it sure looks like Twilight and her pupils," one started.

"But how can we be sure?" another finished.

"We can't!" the third answered. "Any of them could be the... you know!"

The first pony's eyes widened. "What if this isn't the real Spike? Everypony run!" As quick as they had come, all the crystal ponies scattered. Spike slammed onto the ground, with no ponies to grab him.

"Okay. Something strange is definitely going on," Twilight said.

"Ya think?" Spike groaned.

After helping the dragon up, we walked down the street to the crystal palace. Luckily, while all the regular ponies were nowhere to be seen, the royal guards were still at their posts. They saw us approaching and put a hoof out, surprisingly hostile.

"Who goes there?" one said.

"Um, you don't recognize the Princess of Friendship?" Starlight, though out of touch with the world for years had learned that Twilight Sparkle was rather famous for stopping villains of Equestria.

"Of course we recognize her. But that doesn't mean it's really her." All of us shared looks of confusion.

"It's okay, guys," Spike said with an air of confidence. "They're with me. And any friend of Spike the Brave and Glorious is a friend of the Crystal Empire, am I right?"

A second guard walked up. "Huh. It does look like him."

"Well it would, wouldn't it?" the first retorted. "I'm sorry, but we'll need to see some proof of identification."

"We'll take things from here." For the first time in Equestria, I was glad to see another alicorn princess. Even Cadence had a look of worry on her face, though.

"Oh, Cadence, thank goodness! What's going on?"

"We can explain, Twily," her brother said, still shooting me daggers, "if it really is you."

"Oh please," I said. "If you're going to do some childhood song or something, forget it." I summoned my dark staff once again. "Let me show you how real I am."

Feeling the familiar intake of magic, I condensed it all into one point, visible above the staff. Twilight and Starlight, already knowing the spell ducked down. Everyone else wasn't so lucky, being sent back a few hoofsteps from the dark shockwave that blasted out of my scepter.

"Is a further demonstration in order?" The ponies, though fearful, shook their heads. "It's alright, everypony. It's them." Shining Armor said, not looking any less angry at me.

"Of course it is! What's going on?" Starlight seemed to be rather annoyed by now.

"A changeling's been spotted nearby," Sunburst said. He was Starlight's old friend, bright orange with wizard glasses and a robe, and a strong unicorn in terms of magical talent. I rather liked him, and his collection of my card game.

"That's not good," said a fearful Spike.

"No, it's not," the alicorn of love agreed. "After Queen Chrysalis took my place at our wedding and invaded Canterlot with her army of minions, we're not taking any chances."

"Changelings feed off love," Sunburst explained seeing my quizzical expression. I was sadly not present for that little pow-wow. "And ever since Flurry Heart's Crystalling, the Empire is filled with more love than anywhere in Equestria. It's possible they've come for the baby."

I cracked my knuckles and my neck, trying to look intimidating. "I would like to volunteer to help find this changeling. I'm interested in seeing a real one for myself."

A guard whispered into Shining Armor's ear. "The royal guards are wondering if Spike the Brave and Glorious would also like to join in the search."

"Really?" Spike asked in disbelief.

"Uh, I don't know if that's such a good idea, Spike." Twilight said, trying to put the brakes on the plan. "It sounds dangerous."

"Oh, come on, Twilight," I said. "He'll be with me. I'll keep him safe."

"And the guards will too," I heard Shining Armor say.

"...Alright, fine. Just stay safe, alright you two?"

"When am I ever not?" I joked.

\---

"If... I had known it was this far north... I would have brought... some warmer clothes!" I was freezing my butt off in the snowy mountains, doing nothing but looking enviously at Spike and the ponies walking through the ice cold conditions effortlessly.

"Spike the Brave and Glorious, you've faced the evil changelings before. What can you tell us?"

"Oh, uh, well, they are changelings, so they can... change." I suppressed a snicker.

"You hear that? Those monsters can look like any of us, so be on guard, guards! Even more the normal." That was too much; I gave a loud snort.

"So, we should try to cover as much ground as possible!" Spike began directing the patrol of guards in different directions, who sped off like their lives depended on it. Soon enough, it was just me and Spike standing alone on the snowy plateau.

"So, I guess we'll search here. Let's start with this rock." The baby dragon walked over to the suspicious looking rock, staring at it from all angles.

I just rolled my eyes. "Spike, that rock isn't a changeling."

"Oh, really?" He kicked the rock with his foot. Just as I thought, all it did was make him recoil in pain. Spike stepped back, then fell into a hole that I hadn't seen earlier. The snow covering it had disappeared, showing an icy tunnel downwards.

I sighed, knowing that if I came back without him I would never hear the end of it from both Twilight and Shining Armor. "Hold on Spike, I'm coming!" I shouted down as I jumped in feet first.

That might not have been the best plan, as I soon saw a deep crevice open up before me. The good news was that I didn't fall in. The bad news was that I had landed balls first into a stalagmite.

**"OWWWW!"** I have to say, I think I handled it pretty well for getting hit in those parts. I only swore for about half a minute. After recovering from that traumatizing injury, I was able to find Spike just a few feet away, looking at his own reflection.

"So, looking at the most handsome dragon in Equestria?" I asked slyly.

He turned, looking a little embarrassed. "Yeah, but I thought I saw something strange. Guess it was nothing."

I walked over to him, looking at the reflective surface. Or at least, what I thought was a reflective surface. "Uh, Spike? Isn't this supposed to be a wall of ice? A sort of mirror?"

"Well, yeah."

"They why isn't it _showing my reflection too?__"_

Spike's "reflection" seemed to realize that I was there too. Looking a bit guilty, there was a flash of green... and a dark pony-shaped creature appeared, with pure teal eyes and holes in his legs. Both me and Spike gasped, too shocked for words. The dragon, however, recovered first.

"Ch-ch-ch-ch-ch-ch-Changeling!" He stumbled back, then tried to run off.

"No, wait!" the shapeshifter cried out. "Come back!"

I was worried too. "Spike, slow down! You might trip and fall!" Spike, of course, tripped and fell. Luckily, I was able to catch him with the amulet.

As I floated him back up, the changeling hovered over. "The ice is pretty slippery. I didn't want him to get hurt because of me."

I looked at him dumbfounded. "You... were worried about him?"

"It's okay," he said sadly. "I know you don't wanna be friends." He started to leave.

"Wait!" both me and Spike said simultaneously. I let him go first. "I don't understand. Changelings are supposed to be evil... right?"

"Evil? Oh, not me. From the moment I first split my egg in the nursery hive, all I've ever wanted is a friend. I was part of the attack on Canterlot during the royal wedding-" me and Spike both scowled "-but I'd never seen true friendship like that! And I couldn't just steal it and feed on its love! I wanted to share it!"

My expression fell away like the mask it was. I, in a rare moment, could actually sympathize with this changeling. It reminded me of when I had transferred to a new school one year. All alone, in what seemed like a sea of hostility, the only thing I wanted was a friend to help guide me through it. At that point, I knew I had to help him. My conscience wouldn't let me do otherwise.

"After that, I knew I couldn't live with my kind anymore. I set off looking for love to share, but..."

"But what?" Spike prodded.

"I'm starving! And there's so much love in the Crystal Empire right now! It's what drew me here! But it's drivin' me crazy!"

"That's probably from the Crystalling," I explained. "It's basically a fountain of love right now for the baby."

The changeling gave some sort of awful sound, like a snake but worse. "Oh, sorry! I'm just so hungry! If I had a friend, maybe the love we shared could sustain me, but I don't think the crystal ponies want to be friends."

A smirk started to form on my face as a plan clicked into place in my head. "What if I told you that someone here was so popular, that he could convince everypony to give it a try?"

"If only that were true."

"Well, luckily we have Spike the Brave and Glorious here." I motioned at the dragon, who tried to look brave and glorious. "Surely you've heard of him."

"Nope. But I was raised by an evil queen. I'm Thorax. I can't believe you two want to help me."

"Why?" Spike asked. "Hasn't anypony ever just been nice to you?"

Thorax gave off another wince-worthy hiss. "S-sorry. Kindness like that kind of brings it out." He looked at us sheepishly. "Do you two still want to be my friend?"

"Of course! And I am one hundred percent sure I can get the whole Crystal Empire to be your friend too." There was yet another hiss; I might have to buy some earplugs soon. "But... maybe I should just... talk to them first."

Thorax nodded in agreement.

\---

As we walked back to Thorax, the changeling flew up to us, full of excitement. "So? What did they say? How many new friends do I have?"

I almost didn't have the heart to tell him. Thankfully, Spike went first. "Well, it didn't go exactly the way I thought."

"Yeah, the guards laughed at him for the very idea, and Shining Armor made it very clear that there are no nice changelings."

The look on Thorax's face almost broke me. "I understand. Thanks for trying. I guess it's not surprising. How can you expect ponies who look like this-" he transformed into a teenage crystal colt "-to trust something that looks like this?" He changed back to his true form.

Spike's eyes lit up, and I knew he had another plan. "I think I might know!"

\---

I poked my head out of the closet, looking around for anypony. Seeing the coast was clear, I motioned for Spike and Thorax, who was disguised as a crystal pony to follow.

"Alright, now all we have to do is find some ponies to socialize with, and everything will go fine." Hearing hoofsteps behind me, I turned to find myself face to face with Twilight.

"What will go fine?"

"Oh, uh... Me and Spike are just showing his friend around the Crystal Palace! He's, uh, Crystal... Hoof!" I know, it was the worst possible name, but I was just saying what I was seeing. At that moment, it was Twilight's hooves on the crystal floor.

"Nice to meet you." Crystal Hoof shook Twilight's, well, hoof.

"Oh. Well, it's, uh, nice to meet you too. How do you know Spike?"

Now I was in a bit of a bind. It had been a while since Spike had been to the Crystal Empire, and with Twilight watching the dragon like a hawk most of the time, she knew that "Crystal Hoof" was never in Ponyville to meet him. There was only one combination that would have any chance of working. "Well, Spike said that they first met during the Equestria Games, when we were playing Ponies: The Galloping. Apparently they've been pen pals ever since."

The alicorn stared for a second... then practically jumped in excitement. "Pen pals? Spike, you could have been using my pen pal quill set! Why didn't you tell me?" I rolled my eyes; only Twilight would have a quill set just for pen pals.

"Well, I pretty much only write to him when you and Starlight are... studying."

"I like to brag to my friends about my letters from Spike the Brave and Glorious," Crystal Hoof added. They both laughed nervously.

"Well, I was going to ask if Spike could help take notes on a protection spell for Flurry Heart, but I'm sure Starlight and I can manage if you two want to spend time with your friend." Now that Twilight stood right next to Crystal Hoof, it was obvious that the princess was a bit taller then the average pony. _Is this some sort of alicorn thing?_ I quickly brushed the thought aside.

"Great! Me and Matthew are going to show him around the palace." We walked off, making sure that Twilight went in the opposite direction.

"Oh, that was amazing!" Crystal Hoof told us.

"Told ya." My lying skills were always on point.

\---

The next few hours consisted of Spike showing off in the Crystal Empire, with Crystal Hoof being his sidekick. The ponies rather took a liking to the disguised changeling, with laughs and smiles all around. It even put a smile on my face as well.

Now, we were all walking back down the palace hallways, following a few royal guards. "This place is everything I've ever dreamed of!" Crystal Hoof said in wonder. "But I can't keep pretending to be a Crystal Pony forever, can I?"

"Relax," Spike said. "You're winning them over. Pretty soon, nopony will care that you're a changeling."

"Spike!" I recognized that voice. It was Princess Cadence. All of us hurried to the throne room, where everypony was gathered, including Twilight, Starlight, Sunburst and Flurry Heart. "Twilight told me you were off with a friend."

We all held our breath; if Thorax was going to be caught it would be now. "...And any friend of Spike the Brave and Glorious is a friend of mine." Cadence motioned for Crystal Hoof to come forward to meet the baby. The changeling obliged, looking in awe at the alicorn baby.

"Oh, she's so beautiful! There's so much l-love around her!" He backed away, shaking, and I instantly knew our cover was blown. Things would not end well. "I...I..."

There was a ring of magic, and Thorax's true form was revealed. He gave a hiss, which made me wince. It wasn't exactly a good first impression. Everypony in the room gasped in shock and terror.

"I'm so... sorry...! I can't... can't stop!" The entire time he spoke, Thorax was giving off random hisses, which didn't really help his cause.

Looking around, I saw that everyone was staring daggers at the changeling. The guards, the unicorns, Twilight and Cadence... so much for a steady entrance.

"Spike, get away from the changeling!" Magic flared from Twilight's horn, and the dragon magically levitated back towards the ponies.

"You too, Matthew!" Starlight tried the same trick, but I was ready for it. Using a shield spell, I made myself a shield, keeping all attempts to more me fail. The unicorn was more than surprised at this move.

"This changeling replaced your friend to get close to the baby!" Sunburst told Spike. "What other explanation could there be?"

Hearing the orange unicorn, that sent me over the edge of rationalness. Feeling all too familiar emotions, I let my rage explode.

Now, I didn't use any magic, or anything. Like I've said, I'm on thin ice, and that would definitely get me sent in the dungeon. No, I let my mouth do the fighting.

"What other explanation could there be?! I'll tell you what it could be! Spike knew that he was a changeling, and that changeling is his friend!"

There was another round of gasps. "Spike, is this true?" Twilight asked.

The baby dragon stuttered. "Well... I... he's..."

"WOULD YOU ALL STOP STARING AT HIM?!" I bellowed. "HE'S FEELING THE PEER PRESSURE!"

Using my own magic, I floated Spike back over to me. Kneeling, I looked at him not with anger, but with firm, neutral eyes. "Spike, is this changeling your friend?"

He looked at Thorax, who had big, pleading eyes. That seemed to make up his mind. "Yes. Thorax is my friend."

Gasps all around; it was just annoying by now. "Oh, come on, ponies! Give up your prejudice already! Just because the race as a whole is evil doesn't mean every pony in it has to be!"

I tried to think of an example. "Twilight, if the unicorns all declared was on Equestria one day, would that change how you treat Rarity if she didn't support it?"

Oh, and now the guilt starts hitting. "Well, no. She's my friend, and just because everypony else does something doesn't mean that..." She looked down, ashamed. Most ponies' heads in the room followed.

After a few seconds of awkward silence, Twilight finally found her voice again. "Thorax, as the Princess of Friendship, I would like to apologize for what we did. I guess that even I still have a lot to learn about friendship."

Cadence seemed to have recovered as well. "And on the behalf of the Crystal Empire, I would like to extend my hoof in friendship, and I'm sure all of my subjects are eager to do the same."

_Yeah right,_ I though. But I kept quiet.

Thorax, though, seemed all for it. "That'd be so amazing! I want to know all about friendship, and maybe one day I can take that knowledge back to the Changeling Kingdom! If my kind learned how to create love for one another, maybe they wouldn't have to take it from others!" Now, everypony seemed excited at that prospect. Some about how they would be a new potential friend, others about how it would be one less enemy to worry about.

"To Spike the Brave and Glorious!" The guards always seemed ready to celebrate something about the dragon. They didn't forget about me, though; I heard another guard's voice say, "And to Matthew the Royal Wizard!" Yes, that's right. I had convinced Twilight to create that title just for me. I'm special that way.

As most ponies cheered, I walked up next to Twilight. "I'm super glad about Thorax, but I'm also very worried."

"Worried about what?"

"All the changelings live in one big hive, and as far as I know of they were all part of the attack on Canterlot. Even Thorax was. And if he's here, even if he's an outsider, that can only mean one thing."

"The changelings, and Chrysalis, are coming."


	12. The Changelings Strike Back

Watching Spike drop the large box of books he was carrying, I was just able to catch both the dragon and the box before they tumbled down the stairs. "Well, we don't all have magic," he said sheepishly.

"I've been meaning to move these older books to my reference section for a while," Twilight explained. "Got to keep the new books front and center! Thank you all for your help."

I beat Starlight to the punch. "Oh, come on, Twilight. After all you've done for us, it's the least we can do."

"Oh, please. I haven't done that much."

Both me and Starlight looked at each other. "Nah. You just taught us the value of friendship."

"Yeah, saving me from banishment and Starlight from destroying Equestria isn't that big."

"I may have offered some guidance, but you two are responsible for the ponies- um, or people that you've become. I'm proud to call you two my students and my friends." Twilight got back to the task at hand. "Now we just need to get rid of these boxes. Spike, can you-" She noticed that the dragon was missing. "Spike?"

The dragon is question was pointing out of the nearby window. "What's that?"

We walked over and squinted at the figure in the distance. "Is it a bird?" Twilight guessed.

"Is it a parasprite?"

"It's... It's... INCOMING!" I pulled everyone's heads down just in time. The pegasi crashed through, landing on a large pile of books. I only relaxed when the pony got up, showing Derpy Hooves, the mailmare.

"Oh. I usually get letters by dragon." Twilight still looked a bit confused.

"It is the fastest way to get mail!" Spike said proudly.

Twilight attempted to levitated the letter towards her, only for Derpy to resist. Shaking her head, she turned to give the message to Starlight.

"For me? Who'd be sending me a letter?" She started reading, her eyes widening halfway down the page. "It's... the ponies from my old village."

"Are they in danger?" Twilight Sparkle, switching between optimist and pessimist whenever she wanted.

"Are they upset with you?" Man, the alicorn really had rubbed off on Spike.

"No... It's worse!" Oh, so maybe they had a point. "They've invited me to the annual Sunset Festival!"

On instinct, I started humming. "Life is so grand in Our Town..." Starlight glared at me.

"Oh, come on, Starlight! You've already apologized to them once before! I'm sure they just want your advice on a few things for the festival."

She sighed. "I hope so."

\---

"...And Princess Luna said I should tell you all how I was feeling. So... there it is. I'm afraid to go back to the village for the celebration." Starlight had just finished recounting her dream from last night to the Mane Six, plus me and Spike of course.

"But why, darling?" Rarity asked. "You went back to apologize. They accepted. Everypony has moved on."

"But have they? They don't really know how much I've changed. Or even worse, maybe I haven't changed as much as I think I have!" She started to hyperventilate.

"Trust me," Rainbow Dash said, "you are a totally different pony now. I mean, you were pretty awful."

"Rainbow Dash!" Both me and Applejack shot daggers at her.

"What? She was! It was a compliment!"

"If they didn't want you to come, they wouldn't have sent the invitation," I said assuredly. "I'm sure they want to see you."

"And getting an invitation to a party and not going?! That's like..." Pinkie searched for an analogy.

"Like getting offered ice cream and saying no?" I offered.

"Yeah! Like that, but even worse!"

"I understand how hard this is for you," Twilight said. Everypony else fell silent. "Maybe if you took a friend along, it might make things easier. Somepony you trust who would look out for you?" She gave a smile, obviously nominating herself.

"Or somebody who's been with you since the beginning?" I said, mentally butting heads with Twilight.

Starlight, though, seemed to already have somepony in mind.

\---

"Thanks so much for doing this, Trixie. When Twilight said I should bring a friend, you were the first pony I thought of." The Great and Powerful Trixie was currently helping lift Starlight's luggage into her wagon.

I, on the other hand, was currently trying my very best not to burst out laughing. "What, is Trixie not the pony you thought of?" I whispered to Twilight.

"I was thinking of me!" Of course she was. Oh well, at least there was me to be the voice of reason on this trip.

"The festival lasts a whole week, but I'm sure we won't stay that long." Starlight helped Trixie put on her hat and cape.

"Oh, I don't know, Starlight. Time really flies when you're spending it with your best friend!" I could hear the pride dripping in her voice, grating on Twilight even further.

"Everypony ready?" Both of them nodded. "Then let's be off!" I heard the Mane Six all give their goodbyes as we set off on our journey. "Next stop, Our Town!"

\---

"There it is!" Trixie said as we passed the familiar ridge. "The town where you-"

"Magically stole everypony's cutie marks, replaced them with equal signs, and forced them all to hide their natural talents? Yes."

I stared at Starlight. "I think she was going to say 'where you came from', but I guess that works too."

The pink unicorn sighed. "I just want to... blend in. Be just another pony in the crowd enjoying the Sunset Festival with my friends."

"Then I'm afraid you picked the wrong _person_ to join you." I opened the door to Trixie's trailer. "Best let you two head in first. I wouldn't want to attract any more attention then needed, and I am dying for a nap." I closed the door, plopped myself down on the bed, and immediately started snoring.

I didn't get much rest, though, because I soon woke up to Trixie pulling the wagon again. Poking my head out of the window, I was surprised to see that we were heading away from Our Town, not towards it. "What happened?"

"Starlight messed up feeling insecure when the ponies offered a leadership role, so we had to bolt."

"Oh." I actually wasn't that surprised. "Ok. I'm going back to sleep. Only wake me if it's important."

Unfortunately, the next time I woke up it was too important.

\---

It also involved several fireworks going off. Smoke quickly filled the small room, and I found myself hacking and wheezing right next to Trixie through the wagon window. "Starlight?" the show pony asked. "What time is it?"

"It's late. I think I figured out what's wrong with my friends!"

I yawned; somehow I was still tired. "I have a whole list of things that is wrong with them. We can go over it in the morning." I closed the window.

Starlight, though, was having none of it. An unexpected levitation spell brought both me and Trixie outside. "No, you two! We're in danger!"

"Ok, fine! Aside from lack of sleep, how are we in danger?"

"I think the-" She stopped, then looked at us both suspiciously. "Matthew, you first. How did I travel back in time to stop the sonic rainboom?"

"You used Starswirl the Bearded's spell along with the Friendship Map."

"Alright, you're good." She turned to Trixie. "What did you tell me to never tell another pony?"

Trixie muttered something through her teeth; she obviously didn't like to say it out loud. "Trixie, there's no time for this! What did you say?"

"That even Trixie's made mistakes! Okay? Are you happy?" Trixie wasn't.

"Yes. Sorry, I just had to make sure you two weren't one of them."

"One of who?" I asked.

"A changeling! I think they've taken Princess Celestia and Princess Luna!"

I folded my arms. "Took 'em look enough. I tried to warn them, but they didn't listen. Guess we better go tell Twilight."

"If I'm right, then it's already too late for that."

"What do you mean?" I already knew what she meant, but I needed to double check.

"I think the changelings have replaced the element bearers."

I sighed, knowing that things were getting a bit more difficult. "Fine. You two head back to the castle. Find out the changelings' plans, then get back here. I'll stay with the wagon and make sure it stays safe."

"And how are _you_ going to keep _my_ wagon safe?" Trixie asked. I showed her the amulet again, and she almost shrieked in terror. Again. "Oh, right."

Both ponies left to follow my plans. Now alone, I sat against the wagon and twiddled my thumbs. As much as I wanted to continue my eternal work on my card game, it would most likely distract me from an attacker until it was too late.

"If Twilight and the diarchs are already taken, that means the only ponies with alicorn-power left are me and Cadence! Once Starlight and Trixie return, we can head to the Crystal Empire and-"

"There's no help coming from the Crystal Empire." A familiar voice sounded from the woods. A single changeling emerged, the only one I knew.

"Thorax! It's so good to see you!" I paused. "You are Thorax, right?"

"Yes."

I rubbed my chin. "Who found you in the Crystal Empire other then me?"

"Spike the Brave and Glorious." I let down my guard, finally sure that it was really him.

"So what do you mean that there's no help? Did the changelings get Cadence too?"

"They took Cadence, Shining Armor and Flurry Heart! Sunburst sent me to get Princess Twilight's help."

I hung my head. "Well then, you're too late. Celestia, Luna, Twilight and the others have already been taken as well."

It was at that moment that Starlight and Trixie came teleporting in. The Great and Powerful showmare took one look at Thorax and began screaming at the top of her lungs. Starlight cast a magic bubble around her, half to stop her from doing anything rash, half to mute the incessant noise.

"Matthew, what are you doing with a changeling?!"

"Don't worry," I said, backing up. Starlight could be almost as scary as Twilight was sometimes. "It's just Thorax. I've already tested him, so it's fine."

"Oh, Thorax. Sorry about that." She turned back to Trixie, still in her bubble. "Trixie, this is Thorax. He's a reformed changeling. He's on our side. Understand?" Trixie nodded, and the bubble disappeared.

The changeling reached out to shake her hoof. "Hi. It's a pleasure to-"

"If Starlight says you're on our side, I believe you," Trixie interrupted. "But maybe just stay over there for now, okay?" Thorax looked a bit disappointed, but he complied.

"Anyway, Starlight, I have some more bad news. Thorax told me that the changelings have also taken the Crystal Empire. We can expect no help from there."

"So what do we do?" For one, Trixie was asking the right questions. "We can't handle this, and everypony with powerful magic is already gone!"

"You know whenever ponies talk about powerful magic, they always leave me out." The voice came from above the trailer, where Discord was knitting a bunny. "If I weren't so evolved, I might decide to take it personally."

He took a second glance at us. "Well, isn't this quite the combination of secondary characters... and Matthew. Where are Twilight and the girls?"

"First, how do we know that you're really you?" That was Starlight, taking the words right out of my mouth. Discord only rolled his eyes and snapped his fingers, making flowers dance, the sky pink, and the ground turn to foamy water.

"Shall I continue?"

We all looked at each other, satisfied with the performance. "Chrysalis and the changelings are back. They've ponynapped all of the most powerful ponies in Equestria!" Discord only yawned. "Celestia, Luna, Cadence, Shining Armor, Flurry Heart, Twilight and her friends-" With that Discord nearly fell off the wagon, everything around us flashing back to normal. "We need to-"

"They took Fluttershy?'

"Yes!"

**_"Where?"_** His red eyes burned, reminding me never to touch a single hair on the butter pegasus. For how silly Discord was, he could be downright terrifying at times.

"The changeling kingdom. With you on our side, we can-" She was interrupted by another snap, this one changing the scenery. It took me a bit to realize that we had been teleported, with camping gear now on our backs. We all looked up at Discord, who was just as confused.

"Odd. I was trying to take us right to Fluttershy, but there is no Fluttershy."

I heard Trixie, the Great and Powerful, give out a little whimper. "I think I have a pretty good idea where she might be..." We all looked to where she was pointing. A dark tower, full of holes and buzzing with flying changelings stood among the desolate wasteland. It practically screamed "evil hive".

"I hoped never to see that place again!" Oh right, Thorax was born there. With the way he was now, it probably brought back bad memories. "Now what?"

The entire cast of heroes looked at me, waiting for some kind of plan. And to be frank, I didn't have one.

"Hm, this is odd though. We're here and that's there, and I clearly meant for us to be there and not here."

"Oh, I can probably explain-" Thorax was interrupted by more Discord babbling. I, however, needed a changeling's advice here, so I ignored the trio's arguing and walked to Thorax.

"Thorax, can you tell me why we didn't teleport? Is it some kind of anti-magic shield?"

The changeling nodded. "Chrysalis' throne is carved from an ancient dark stone that soaks up outside magic the same way changelings soak up love. It's how she keeps the hive safe. Only changeling magic works there."

"Well alright then." I rejoined the group proper. "Well fellow heroes, while you've all been arguing, I've actually found information. None of our magic will work there until we destroy Chrysalis' throne."

They all turned to me, stunned. "So the plan is to destroy that throne, right?" I gave Starlight a thumbs up.

"Well, that's a terrible plan. How are we even supposed to get to the hive?" We all looked at Discord.

"We walk." That was Trixie, always stating the obvious.

"I haven't walked that far in a millennia!"

"Yes, yes, your snap travel is awesome. Now come on and lets go!"

\---

Thorax led us into the central hive through a small hole. As we followed, I laid out the more detailed game plan.

"Alright, so Thorax is going to lead us to the throne room, where Chrysalis is. Once there, we'll need a distraction while the rest of us find a way to destroy the throne. I've seen a ton of shows like this, and the villain always does something dumb, like leave a self-destruct button on it. All we have to do is find that sort of thing, and we win!"

"Alright, sounds good. But how will we be sure it's really us if we ever split up?"

I looked at Starlight. "That's a good point. Let's make a code phrase. If we ever meet each other after something like that, one pony will say 'Alicorn'. If the other says 'Amulet' then it's them. Clear?" Everypony nodded. "Alright Thorax, lead the way."

As we walked, I noticed how the holes kept closing and opening. "Thorax, what's going on here?"

"It's a changeling hive. It shifts and changes like we do, and we're the only ones who can navigate it. It's total chaos to non-changelings."

Discord wrinkled his nose. "Well, it's decent chaos. I don't know if I'd call it 'total'."

We walked down a few stairs, then up a steep ramp. "Are we sure that I'll get my magic back when we destroy this throne thingy?" Discord continued.

"If Thorax is right, then yes," Starlight answered for me.

"Well, that's reassuring." The sarcasm in his voice was almost dripping.

"And how are we supposed to destroy the throne when we find it?" Trixie asked me.

"I don't know. But we shouldn't worry about that just yet. We'll cross that bridge when we come to it. Right now, we just trust Thorax, and hope we know where he's going."

"Um, guys? I think we're lost." Thorax had led us right to a dead end, a drop off to the depths below. There was no way we could get down.

"Oh, great," Trixie said, plopping herself on the ground. "We might as well just sit here and wait for the changelings to soak up all our love or whatever gross thing it is that they do. How often do you all get hungry?"

"Actually, I haven't been since I met Matthew and Spike. And changelings are always hungry. We can never get enough love."

"But you aren't hungry at all now?" Starlight asked.

"Yeah. Once I made a few friends, I guess I just sort of forgot about the whole feeding thing."

Discord yawned. "While I would love to sit around chitchatting around feeding and not feeding, **I have a Fluttershy to save!"** The last part echoed across the cavern, surely alerting any changelings nearby.

"Lower your voice!" I warned. "You're going to get us all captured!"

"Oh, you keep saying that, but I haven't seen an actual changeling since we got into this hive." As soon as Discord said that, we all heard a faint buzzing coming from a nearby hole.

"Thorax, what's that noise?" I asked, dread creeping into my voice.

"A changeling patrol!" A nearby screech sounded off, and Thorax started hyperventilating.

"This seems like one of those moments where we need a plan," Discord recommended.

As annoying as the draconequus was, I racked my brain for one. "Trixie, got any smoke bombs?"

She looked at me as if that was the dumbest question ever. "Are you kidding?"

\---

Trixie stood at the end of the corridor taunting the changelings. "Looking for somepony?" They flew in rage, only to miss as the showpony threw a smoke bomb and disappeared to a spot farther down. "Is that the best you've got?!" They tried their hardest to catch her, but whenever they got close Trixie would poof and reappear somewhere close by. Eventually we watched her run back down the same hallway, with all but two changelings in hot pursuit. Those two split off into a hole, disappearing.

"Not exactly great and powerful, but effective," Discord commented.

"Hm," Trixie said behind us, "I'll take it."

We turned so Trixie would be face to face with Trixie. "Alicorn..."

"Amulet!" both of them said. The one farther away vanished in a ring of blue light, being replaced with Thorax.

"That was a pretty good plan," Thorax complimented.

"But we still don't know where we're going," Trixie replied.

"Actually," I said, "two changelings didn't go with the rest. Maybe they went to alert the queen?"

The changeling smacked his head. "Of course! Good thinking, Matthew." I gave a nervous smile.

\---

We followed the pair of changelings through the cave systems, going up spiral staircases and rather small holes. Every now and then we'd have to duck behind a rock or two to avoid being spotted by another group of changelings going the other way. The number of changelings slowly increased until we finally reached a pair of green double doors. It was guarded by eight armored changelings, who we had no chance of taking down in a straight on fight.

"Now what?"

I looked at Trixie. "We go in."

"Even if I wanted to, there's no way past the guards," Thorax argued. "We'll be spotted for sure."

"We need some kind of distraction." At least Starlight was on the same page.

The magician checked her saddlebags. "I'm fresh out of smoke bombs."

"Normally, I'm the most distracting thing I can think of, but without magic..." Discord looked down, probably thinking of all the good chaos he was missing out on.

Of course, he was still a draconequus. That should count for something. "You shouldn't underestimate yourself, Discord."

I walked over to Trixie and rummaged through her bags. Just as I suspected, there was a microphone, one that magically amplified sound. Of course, magic didn't work here, but I knew personally that Discord could make his voice almost as loud as the Royal Canterlot one. Handing it to him, I prodded Discord forward. He stepped up to the group of changelings.

"Hello, changelings and changelettes! Believe me, I was just as surprised as you are that I'm here! When I heard that I'd be playing for a bunch of changelings, I was beside myself! Then I realized, it was just one of you."

Even though Discord's magic definitely wasn't working, somehow a rimshot still sounded through the cave. All the guards snarled.

"But, seriously, this isn't the toughest crowd I've ever been in front of. But it's definitely the easiest to bug!" Another rimshot. The changelings just looked confused now. "To bug? Is this thing on?" He tapped his microphone.

"Well, if you think that you can do any better, be my guest!" He threw it at the guards and ran off, them in a rage-filled pursuit. The rest of us quietly slipped through the doors.

"It is absolutely ridiculous that that worked." Oh Trixie, ye of little faith.

\---

"We can't wait for Discord," Thorax said after a few minutes. "Between seeing him and Trixie, the castle will be crawling with guards soon."

"But if we do manage to destroy Chrysalis' throne, we'll need him," Starlight rebutted. "He could take on the entire changeling army by sneezing if he wanted to."

"He's probably already been captured!" Trixie said, shaking.

"Hello? Fellow rescuers?" Discord's voice rang out as the pair of doors opened again. The draconequus carefully closed them as we revealed ourselves.

"We can't stay here. We gotta find the throne."

"Ooh! I heard some of the changelings who were chasing me say that they know where it is!" His tone of voice sounded remarkably un-Discordlike, and we all looked at each other.

"Alicorn...?"

"Hm? Oh yes, we must save the alicorns! Now follow me." He walked down the tunnel, us cautiously following behind.

"You know that's not Discord, right?" Starlight whispered to me.

"Duh."

"This way!" the fake Discord told us, pointing down the left split off. "We're almost there!"

"I know this trick! If he says to go left, we should definitely go right. He's leading us to a swarm waiting to attack!" Thank goodness for Thorax and his ability to state things I already knew.

Trixie sighed. "Okay, I'll handle it. You two just get ready to run into the other tunnel."

"Wait, what?" Starlight didn't look very happy at this plan. "Trixie, you can't! We've already lost Discord; we can't lose you too!"

I pulled the unicorn's face to look at me. "Starlight. Trixie has to do this, or we'll never reach the throne. Don't let her sacrifice be in vain." That seemed to reach her. She still didn't look pleased but didn't argue. That's me, Matthew, the motivational speaker.

Trixie hurried over to Discord, who was already a good ways into the tunnel. "Hey, Discord? Want to see the new trick I've been working on?" She took Discord's lion paw and placed it under a cloth. When Trixie took it off, they were now bound by a cloth rope. "I call it the 'Changeling Catcher'!" The magician looked back at us. "RUN!"

The rest of us wasted no time, sprinting through the right tunnel. We were almost far enough in to not her Trixie's screams. Almost.

Soon we came to another cut off, and with a changeling swarm in hot pursuit we were forced to split up. Thorax went one way, with Starlight and I going the other.

It was a rather long tunnel. I had to ask to stop a few times and catch my breath. Finally, though, it opened into a large cavern, with us behind the throne itself. Up above on the ceiling was the ponynapped ponies, cocooned in green pods. Very bug-like.

"Quick!" I told Starlight. "Grab a rock or something and start chiseling the throne! Hopefully it'll break!" Not my best plan, but those had been used up long ago. The sound of rocks against rocks rang off the walls.

Unfortunately, I hadn't noticed half the changeling population and Chrysalis interrogating a captured Thorax a few meters away. The sounds of rocks were obviously loud enough to hear, because every changeling turned their heads over to us.

"Hide!" Starlight dove into the rock formation below the throne, while Chrysalis fired a magic bolt at me. The good news was that I dodged it.

The bad news was that I lost my balance about fifteen feet above the ground. Banging my head on a couple of rocks on the way down, I landed very painfully on my back, vision blurring.

"Sorry Starlight..." I said, voice slurred. "It's up to you now..." The colors around me faded to black.

\---

"Matthew... Matthew, wake up."

I groaned, curling up tighter into a ball. "Five more minutes..." The incessant shaking didn't stop, and I was forced to open my eyes. "What?!"

"Matthew, it's me, Thorax!"

"Thorax?" It didn't look like him. He was a pony-like green thing, with butterfly wings and orange antlers. Thorax now towered over me, about as tall as Celestia.

I got up and brushed myself off. "So, I take that Starlight and you defeated Chrysalis?"

"Yep! And we couldn't have done it without you!" As I looked around, all the other changelings had transformed into creatures similar to Thorax, with vibrant colors.

I waved my hand. "Oh, please. I failed when we needed it the most. I'm just happy that I could hel-"

My standard "I shouldn't get any credit" speech was interrupted by the sound of rocks shifted. Two large fallen pillars fell, revealing the former changeling queen. She still looked as black and evil as ever.

Luckily for us, ever single pony of importance, plus Discord was ready. Starlight was at the front, though she unexpectedly reached her hoof out in a gesture of friendship.

"When Twilight and her friends defeated me, I chose to run away and seek revenge! You don't have to! You can be the leader your subjects deserve."

For a couple of long seconds Chrysalis reached out, almost willing to begin the path to reformation. Then, as a sudden change of heart, she slapped it away.

"There is no revenge you could ever conceive of that will come close to what I will exact upon you one day, Starlight Glimmer!" She did a backflip off the edge of the hive, flying away even deeper into the wastelands.

Princess Celestia walked up to us, or rather to Thorax in general. "Thorax, as the new leader of the changelings, I look forward to discussing how we can improve our relationship in the future." Thorax nodded, and the princess turned to Twilight and Starlight. "However, for the moment, perhaps it is best that we leave the Changeling Kingdom to the changelings."

"Splendid idea!" Discord appeared next to us, looked happier then usual. "Now who's ready for some celebratory tea at Fluttershy's?!"

We all looked at the pegasus. "Oh! Uh, everypony?"

Starlight saved her from a bit of embarrassment. "Actually, now that you can snap your claws and send us absolutely anywhere again, I think I have a better option."

\---

Back in Our Town, Starlight and I sat together, eating cupcakes. "So, you were able to pick up where I left off?"

Starlight gave a shrug. "I mean, Thorax was the real hero today. I just gave advice."

"Oh, come on, Starlight!" I grabbed another pastry. "I'm sure that you could've pulled through even without my help."

She looked dubious. "Maybe."

"But I do know this. When we work together as a team..."

We did a high-five-hoof. "We can do anything!"


	13. Royal Dreams

I was reading the latest Daring Do novel when Spike walked into my room. "Uh, Matthew?"

"Yes, Spike? What is it?" I figured it was Twilight asking where some book of magic was again. It was the most standard request lately.

"The Map of Friendship is calling you and Starlight."

I fumbled the book. "I suppose that is important." He nodded. "Well, I guess I should head over and hear the details." Snapping my fingers, I teleported to the map room, where Twilight and Starlight were talking.

"...And the fact that you're being called to the royal palace! I mean, what in Equestria could be going on there?! You want me to come with you? No, I shouldn't. The map just called you and Matthew for a reason, right?"

I looked over at the map in question, which did indeed have Starlight's cutie mark and a symbol of my Alicorn Amulet hovering over Canterlot. So I was being called for the first time on a friendship mission. Yay.

"Twilight, it's fine," I tried to reassure her. "Remember, the map is sending your two best students to solve a problem. I'm sure it'll be a piece of cake, even if it turns out the royal sisters are fighting or something."

"No!" Twilight blurted. "That's just crazy! Luna and Celestia would never fight!" We all looked at her. "...Again."

I glanced at Starlight with a sly grin. "Last one there is a rotten egg!" Before she understood, I had already teleported to the throne room. Starlight, for her credit, was less then a second behind.

Celestia and Luna were more then surprised to see us. We were lucky, though; it appeared that we had hit a rare break in the endless complaints against the diarchs. "Oh, Matthew. What bring you here so quickly?"

I filled them both on the situation. "So the map sent you two to solve a friendship problem?"

"Yes, Princess."

"Well, there's nothing wrong here. Right, sister?" It was for less then a second, but I caught the glare that came from Celestia's eyes, as if she was daring Luna to say otherwise.

"No," the lunar princess said sourly. "Everything's perfect as usual, _sister._" I could taste the acidity in her voice. It appeared that I was right on the money, and this problem wouldn't be as easy to solve as all the others. After all, you can't force the princesses to do something, no matter how much you want to.

\---

Starlight and I walked into our castle suite, both going straight for the bed. The unicorn groaned, knowing that the next day at least would be full of generally terrible things. I had heard from the others about how their friendship adventures had gone, and some of them weren't pretty.

"Psst!"

Starlight turned to face me. "What is it, Matthew?"

"Wasn't me."

A small tune began to play from the desk near the window. Looking over, I saw one of those ballerina music boxes playing. The only strange thing was that the figure rotating on the top looked like a very familiar unicorn. Strike that, a familiar alicorn...

"Twilight?" I asked, getting back up and walking over. "Is that you? How are you here?"

"I'm not, I'm still home!" the tiny figure of Twilight said. "It's an easy spell, I'll show you two later. Anyway, enough about me. I had to check on you two. Not in a meddling sort of way, but in a friendly 'how's it going' kind of way! So, how's it going?"

"Aw, you're so cute when you're tiny." I poked the figurine; she glared back up at me, obviously not amused. "Fine, fine. Celestia and Luna are having a little spat."

"Oh no, that's terrible!" I put my finger to my mouth, indicating Starlight and her already worried state. Twilight got the message. "I mean, what makes you say that?"

Starlight sat up in her bed and looked at Twilight. "You know how some ponies say nothing's wrong but you can tell something's definitely wrong?"

"Noooo..." She tried for a weak grin.

"That's basically what the princesses did when Matthew said there was a friendship problem. Only they did it more, you know, regally."

"Oh, I wish I could help you two but I can't; both for map reasons and because I have no idea! This is big! Like, really big!" Starlight buried her face back into her pillow, and I glared at mini-Twilight. "...But I'm here if you ever need to talk. Or listen to music." The music box began to rotate again, and the nice sounds returned. "Heh. Comforting, right?"

I didn't answer, opting instead to return to bed. "Hey Starlight, I'll deal with Luna if you can take Celestia."

"Deal."

\---

"...So I think Luna may be hurting her sister's feelings without even realizing it!" Starlight had just returned from her breakfast with Celestia, and was now explaining the situation to ballerina Twilight.

"Poor Celestia. That's so sweet that she makes her sister pancakes every morning."

"Given that you basically worship Celestia as a mother," I said laying down, "your opinion is the very definition of biased."

"...Fair enough. So what are you going to do?"

Groaning, I finally got out of bed and walked over. "I'm spending some time with Luna this evening to see what's going on on that side. Hopefully we can get some more answers."

The door opened, and a royal guard walked in. "Princess Luna's waiting for you, sir."

"And that would be my cue to leave." I strutted to the door. "Be back soon!"

\---

The lunar diarch and I walked the halls of the palace, pushing a cart of flowers along with us. "So, you do this every night?" I asked.

"Lavender's calming scent is known to aid dreamers in achieving a restorative sleep." She took down another bushel of dead flowers and replaced it with a fresh one.

I took a whiff of one. "Eh, it's fine. I just can't believe you put this much work into it."

"I try my best to make sure the ponies, and people in the castle sleep peacefully."

Opening my mouth to answer, I was interrupted by the door to the hallway opening. Celestia and some posh ponies walked right past us. "And so, then I said, 'Touring? More like boring!'" They all laughed.

"Oh, you really are a card," Celestia complimented. They turned, and the sound of their voices faded down the hall.

Luna sighed. "But as always, my sister is too busy having fun with dignitary ponies to acknowledge anything I do." She turned and walked away from me, cart in tow. I figured I had seen enough; it was getting late and Starlight needed filling in.

\---

"So, both princesses aren't appreciating each other's jobs, and since it seems to each one that they're avoiding each other, it's just making them more and more resentful."

"And they're Celestia and Luna," Twilight said, "so it's not like you can just confront them."

Starlight and I looked at each other. "Actually, that's exactly what we were going to do."

"What?!" she screamed at Starlight, "Are you crazy?!" Twilight covered her mouth. "I mean, heh, you do whatever you two think is best. This is your mission.

Now it was the unicorn's turn to glare at Twilight. "Gee, thanks for believing in us, Twilight."

"I do. But the last time the princesses fought, Luna turned into Nightmare Moon, and Princess Celestia had to banish her for a thousand years! That can't happen again!"

"Oh, please." I waved my hand at her. "It's nothing like that. If it was on that scale, then we would already be taking more drastic measures. The princesses are just terrible at communicating with each other."

Twilight's jaw hit the table, but she quickly caught herself. "Sorry, you just said 'princesses' and 'terrible' in the same sentence, and it's making me nervous!"

Starlight banged her head on the table. "I'm not much help, am I?"

**"NO!"**

\---

Celestia hovered over a pancake breakfast to me. This one had strawberry eyes and a whipped cream mouth. I took a bite with the silverware. "Wow, this is pretty good."

"I enjoy this part." She walked over to the other side of the table and drank some tea.

The door burst open, and Luna half-stumbled in. Her eyes had visible bags under them. She levitated a banana from the fruit bowl, peeled it, then ate the banana peel and dropped the the rest. "Hi." She started walking towards her room.

"Princess Luna, wait!" Starlight stopped dead in her tracks when Luna gave a tired glare at her. Celestia lowered her teacup, listening. "As you both know, the map sent us me and Matthew here for a reason, and we think we found out what it is."

"Really? Oh, that is wonderful, Starlight!" The diarch got up and took her place by her sister's side. "What is it?"

She went straight for the point. "You two."

"Excuse me?"

"I beg your pardon?" They looked at each other, surprised at their simultaneous and similar word choice.

Starlight opened her mouth to respond, but I scooted my chair back to stand, the legs screeching against the floor. "Princess Celestia, it bothers you that Luna never notices the excellent breakfasts you make for her, doesn't it?"

"Well, uh... Yes, it does."

"And Princess Luna, you're irritated that Celestia doesn't acknowledge the work you put in at night, like lining the hallways with lavender, aren't you?"

"I... Well, I... It's not the best feeling." Hah, I had flabbergasted the two royal sisters. I'd already done that many times with Twilight, so all I had to do was confuse Cadence once and I'd have the whole set. Anyway, back to Luna. "I'm sorry that I never noticed that you make fruit faces on pancakes, but nights are long for me. You might be a morning pony, but I am half asleep."

"You think I don't get tired?" Celestia retorted. "I'm exhausted! Oh, I apologize for not noticing flowers in a wall sconce. But for the time I get to retire for the night, I can barely see straight! Even so, I still make an effort to smile." She gave one of her convincing, normal, and definitely fake smiles.

"Like smiling is so hard." Said smile dropped immediately.

Starlight attempted to salvage what was left of the situation. "I'm sure that's not what Princess Luna meant to say..." I levitated her back and shook my head; it was a lost cause by now. The diarchs were in full feuding mode.

"Is that what exhausts you? Smiling and being adored by everypony?"

"And you have it so much worse, do you? You've spent your evenings flitting around giving ponies lovely dreams! Oh, it sounds just awful!"

The pink unicorn made another attempt to reconcile the two, and I had to up the restraining spell to at least a fourth of my magic reserves. And this was her making a half-hearted attempt; I worried what would happen if she actually put her full force into it.

"Don't presume to know what it is like to govern the dream realm!"

"And yet you know exactly what it's like to be me? Oh, please!"

**"ENOUGH!"** My spell broke, and teal light filled the room. A yellow light faded from Celestia's flank, as did a darker one from Luna's. Starlight's magical energy faded, and all three ponies settled to the ground.

The princesses looked at their new cutie marks in astonishment, as did I. Starlight had switched their cutie marks, and with it, their abilities. "There! Now you'll know exactly what it's like to... be each other." She gulped, obviously knowing the situation she had just put herself in. The unicorn was in a room with the two most powerful ponies in Equestria, now both glaring at her in anger.

"What have you done?!" Starlight quickly withered under Celestia's face.

"I... went with my gut?" She was in between a rock and a hard place, and there was no way that I was going to intervene. As much as the rulers said that they had completely forgiven me for my crimes against Equestria, there was no way in Tartarus that I was going to push it.

"Switch our cutie marks back this instant!"

Starlight bowed to Luna, shaking. "My apologies, your majesties! But I can't, even if I wanted to."

"Says the master of cutie mark magic," I muttered. She took a moment to shoot daggers at me before continuing.

"The spell lasts twenty-four hours. It may have been extreme, but, uh, I think it's still a good idea?"

_"What?"_ Man, Starlight kept thinning and thinning the ice beneath her feet. It would take just a few misplaced words for a excellent all-paid vacation on the moon.

"You said it yourselves! Neither of you believes your sister knows how hard it is to be you. So this is your chance to prove it."

The sisters looked at each other. "Well, I could use an easy day followed by a good night's sleep," Luna mulled.

Celestia laughed. "You can try! I haven't had an easy day in, well, ever! But now, I get to sleep, and tonight will be a breeze." She turned to the unicorn standing nearby. "Alright, Starlight Glimmer. We will do this."

"Good choice! Not that you had one." I facepalmed; she really didn't know when to leave it alone. I quickly teleported her back to our royal suite.

"Sorry about that, she's not really used to this sort of thing yet. Arrivederci!" I snapped, and in a cloud of darkness I was gone.

\---

Twilight was having a heart attack. "You switched their cutie marks?! The actual princesses' cutie marks?!"

"Twilight, I thought we moved past this. Starlight made the right decision. It was the only way." It was no use; Twilight continued to hyperventilate.

There was a banging on the door. "Are you okay in there?"

"I'm good!" Starlight yelled back. "Just reading an exciting book!" She turned to Twilight. "You're lucky that Matthew's here, or he'd think I'm nuts!"

"He's not the only one."

That was it; I was completely fed up. Grabbing the music box, I opened a drawer, shoved it in, then slammed it shut. "Hopefully she can simmer down in there. Luckily, you have a partner who can actually work in these circumstances. How about we switch? Now you take Luna during the day, and I'll take Celestia at night."

Starlight thought for a moment. "Alright, that sounds fine. I'll head out and see what I can do with Luna. Have fun dealing with Twilight." She disappeared in a flash of teal. Sighing, I pulled Twilight back out, setting her back on the table. Grabbing a nearby quill and ink jar, I sat down.

"Why'd you pull me out so soon?"

"I figured even a crazy pony like you would be better then nopony to talk to. Besides, I have the most boring part of the year to deal with." I gestured at the forms to fill out.

"What are they?"

I let out a long sigh. "With my source of income from the card game, I have to deal with the consequences of it; taxes."

I got to work.

\---

"Moon raised. It's even easier then raising the sun."

"You shouldn't be surprised by that."

"Oh?"

"You raised the sun _and_ the moon for a thousand years," I reminded her. "You should know very well how hard it is to raise both."

"Oh, right." Celestia looked a bit embarrassed, though she quickly shook it off. "So what's next?"

"Well, that's the thing. You're supposed to watch over ponies in their sleep and protect them from their nightmares. I can't help you here with that, so I'll be heading off to sleep. If you need me in the dream realm, just head in to mine and bring me to wherever you need."

"Alright, Matthew. Good night." As I walked away, I heard her say "This should be a piece of cake!". I sure hoped so. My dreams were pretty awesome, and I'd rather not be disturbed in them. Hoping into the royal bed, I quickly fell into a deep slumber.

\---

_I sat comfortably atop my throne in Canterlot, ready to start another day of ruling my empire. Princess Luna was still asleep in her room, but Cadence and Twilight were on my left and right, magic dampeners attached to their horns. Though I could easily overpower a single alicorn, even the amulet could not beat four. I had to take precautions._

_"Bring in the petitioners!" my voice boomed. The royal guards opened the gilded double doors, and the first commoner walked in and respectfully bowed to his emperor. Though I was a benevolent ruler, there would be no disrespect to the great leader._

_"Oh great Emperor of Equestria, the people of Ponyville ask for your aid. An ursa minor had stumbled into town, and is now wreaking havoc. Only you have the power to defeat such a foe."_

_"I see, that is a threat indeed." I motion for a guard. "You, prepare Celestia. I will take off immediately to save the village. Tell the other petitioners that requests will be halted until further notice." Shining Armor ran off, signaling the others to follow my orders._

_Standing up, I walked down the hall towards the royal takeoff zone. "Twilight, Cadence, as usual I am leaving Canterlot in your able hooves. Do not fail me."_

_"Of course, master." They gave a quick bow, then cantered away._

_Reaching the outside, I saw unicorns and pegasi making final preparations to my steed. I had done away with the saddle long ago; it was uncomfortable for both me and Celestia. I brushed the attendants away, then climbed onto the tall alicorn._

_"To Ponyville, Celestia! We must save my loyal subjects!" She complied, spreading her wings and diving down the mountain._

_"So, this is your dream world?"_

_"What?" Celestia never talked to me like that. And what about a dream world? Come to think about it, everything here did seem a bit too good..._

_"Oh." I leaned in, tucking my head close to her's. "Please don't tell anypony. I'd be very embarrassed if Twilight or Cadence found out about this."_

_She gave a small smile. 'We'll see." A portal opened at the bottom of the mountain, leading to another dream. We dived faster and faster, the sound barrier stretching to its breaking point..._

And then we tumbled into a world of sky, where a alicorn who I could only guess was Nightmare Moon was fighting with another alicorn, one with a flaming mane and tail. What was odd is that when I reached out to sense its magical aura, hers was related to Celestia in the same way that Nightmare Moon's was to Luna...

Speaking of Luna, she was standing nearby, watching the battle unfold. We flew over and landed next to her, and I got off of Celestia. "Jeez, Luna. If I had known what Nightmare Moon looked like, I would have stopped the Elements from being found too." That earned a nasty glare that I was completely fine with.

"So, Matthew, you told me to call on you in a time of need. What can I do to stop them?"

I shrugged. "It's a dream world, and you have the powers of the dream master. If there's anything I've learned from the Luna Tantabus fiasco, it's that you only have the power you believe you have. Trust in yourself, and you can beat anything anypony can think of."

The advice came just in time, because Celestia's alter ego was about to destroy Nightmare Moon. Before she could land the finishing blow, though, Celestia blocked both alicorns' magic beams.

"You can't destroy me!" the fiery pony screamed. "I'm everything you want to be!"

"No, you're not! You are not real, and you will never exist again!" Both lasers rebounded, and Nightmare Moon and Daybreaker were no more. Bright white filled my eyes...

...And I woke up in the royal bed, sweating heavily. "Jesus, I am never doing that again."

I ran through the royal palace to where Celestia was, already accompanied by Luna and Starlight. "It was just what we needed," the solar princess was saying. "The experience had made us closer then ever."

There was a glow, and the princesses' cutie marks returned to their rightful owners. Not only that, but Starlight's cutie mark and my amulet was shining as well. "Well, would you look at that," I said. "Our mission is complete."

"Wow! I can't wait to tell Twilight!"

A purple flash appeared between us. Speak of the devil. "I already know! I mean, I don't know everything. I just got here to bring Starlight her toothbrush!" She levitated said toothbrush. "Not interfering because I was worried! I wasn't! I knew you two could do it, and I'm so, so, so, so proud of you!" She leaned into Starlight, her eyes narrowing. "Tell me everything! Start from after I hyperventilated, and don't leave out any details!" Pulling out a quill and paper, she trodded back inside.

Feeling a familiar aura envelop me, I waved to the princesses as I was pulled away.


	14. Betrayal V2

I swear, this time I had a good reason for betraying Equestria. It wasn't because of some simple power-grab or something. I didn't make up my mind in ten seconds flat. No, it took days of contemplating before I chose what to do.

It all stemmed from right after the Mane Six defeated the Storm King. Celestia was just fine letting all of Equestria go back to the way it was, even after an invasion that froze their rulers in under three minutes. She treated it like nothing had happened, which started to grate on me. Did Celestia learn nothing from that event?

Then, there was Twilight attempting to open a school of friendship. The solar diarch was all too happy to act like she had no power over the EEA, and that really pissed me off. She was the most powerful pony in Equestria; how could she let herself be pushed around by some racist elected official?

After that, when Cozy Glow began to suck all the magic out of Equestria, she sent the whole gang to Tartarus to check on Tirek, forgetting that with no magic, _there would be no way out._ If Twilight hadn't thought of using the creatures inside as a source of magical energy, they would have been stuck there for the entire event.

What got me most though was what happened to Cozy in the end. Both diarchs seemed all too happy to throw her straight into Tartarus along with Tirek. A small filly. That's like the equivalent of locking up a ten year old in Alcatraz! It just wasn't fair.

I suppose with my resentful feelings towards the leadership, it should have been no big surprise that my dreams of ruling Equestria began to appear more and more frequently. I decided to vent out against Tirek and Cozy; anypony else would just think I'm crazy, and they were behind sturdy bars. Besides, as villains they would most likely understand my motivations. Also, everypony else was too busy preparing for Twilight's new role as ruler of Equestria. Oh yeah, there's that too. Celestia and Luna are retiring.

Anyway, I heard Cozy Glow's voice as I approached their prison. "Psst, Tirek!"

"It is Lord Tirek. And what is it now?"

"I just wanna make sure you can see my best friends rock sculpture from over there!"

That was the scene I entered upon... or at least, it would have been. In two rings of inky darkness, both villains were teleported away from Tartarus. I could lock on to their location, but not for long. Panicking, I zapped myself along with them. We both appeared in a stone chamber, all centered around an odd crystal ball.

Chrysalis herself was on the other side of the cave. All three baddies in the room noticed me at the same time. _"YOU!"_ they all shouted, but for different reasons.

"Alright, let's just break this down first." I pointed at the changeling queen. "I helped defeat you." To Tirek, "I allied with you." To Cozy, "And I taught you defense against dark magic."

They looked at each other. "So, why did you summon me? What do you want?!"

"I didn't. I just followed these two here."

Shadows gathered around the platform above the seeing ball, and a dark unicorn stepped out. His body looked made of darkness itself, and his horn was curved and red. He roughly fit the description of a certain villain I had missed...

"King Sombra! You have returned? Why did you bring us here?" Chrysalis demanded.

"He didn't." We all turned towards the entrance of the cave, where a dark blue ram walked towards us. He brought out tremors of fear through the entire room, even me. The beast sat down at the table with the ball. "It was I. You may call me... Grogar."

Tirek and Chrysalis gasped. "The Grogar?" the changeling queen asked in shock.

"I thought you were a legend!" the centaur exclaimed.

"I've heard of you," King Sombra added.

"Who?" Cozy Glow asked.

"Yeah, my apologies, but I'm not real big on Equestrian history," I agreed.

"I assure you, I am very real. And you have all been brought here, well, except for him-" he pointed at me, "-as part of my plan to rid Equestria of Twilight Sparkle and her friends once and for all."

Cozy coughed. "I'm sorry, but the name 'Grofar'? It just doesn't ring any bells."

**"GROGAR!"** He pounded on the table, making the filly stumbled back and fall. "I have been away too long if my name no longer strikes fear into the heart of one so tiny. Perhaps a demonstration of power is in order?!"

His velvet collar, lined with golden bells glowed. Pulling out one of the shining orbs, the ram blew it over to Tirek. He ate the magic, turning from his weak and frail state back into a large red centaur, about the same size as when he had drained a few dozen unicorns.

Tirek kissed his newly returned muscled arms. "Grogar is ancient and extremely powerful. The land that would become Equestria was a mere collection of farms and pastures until he declared himself emperor of all he saw. I remember hearing tales of his tyranny when I was young."

I whistled. "An emperor? Damn, you really go big."

"I have also heard of the first Emperor of Equestria. The 'Father of Monsters'." Though Sombra lived in the far north, apparently he still got news from Equestria proper.

"I gave life to the foulest of creatures and allowed them to run wild, taking what they wanted and destroying the rest." The seeing ball outlined shadowy figures of various monsters, destroying ponies and their villages. "My reign was a glorious, fear-soaked epoch of darkness in Equestria."

"Ha!" Chrysalis interrupted. "Until Gusty the Great rose up and banished you."

"That fool believed taking my bell would defeat me! But she only weakened me temporarily."

"Um, Tirek is _really_ old- no offense, you look great- but he if he knew about you when he was young, we have super different ideas about what 'temporarily' means." Tirek, standing behind her definitely took offense.

**"SILENCE!"** Cozy Glow flew back into Tirek's beard in terror. "I've spent millennia gathering power, biding my time, waiting for the perfect opportunity to seize control of Equestria! And watching all _of you._ I've seen each of your humiliating defeats at the hooves of six puny ponies. And do you know why they've always bested you?"

"Because they cheat!" Chrysalis answered angrily.

"Because they are annoyingly lucky," Tirek grumbled.

"Because they had the power of _four _ailcorns," I put in.

We all looked at Cozy Glow. "I'm just a kid, so..."

"It is because they work together!" Grogar explained. "Where one is weak, another is strong, and thus unified, they are a formidable force! But we shall use their own strategy to defeat them."

"What are you suggesting?"

Grogar jumped onto the table and looked the changeling queen straight in the eye. "I suggest nothing. I demand that you join me, and together, Equestria will be ours!"

"Alright, I'm game." All five villains turned their attention to me. "What? None of us alone could win, so it's simply a matter of necessity. After we win, we can divide Equestria among ourselves and rule our kingdoms alone."

"I don't do 'ours'. I only do mine!" Sombra teleported onto the stone platform alongside Grogar. "_I _will take back the Crystal Empire on my own, and _I_ will destroy anypony who gets in _my _way!"

"Such confidence. Go!" The ancient ram jumped off and began to trot away. "Try to take back your kingdom. I shall send you there myself. If you prevail, you may keep it. But when you fail..." he turned to face us again. "You will submit to me!"

"And if I refuse this deal?"

"Then I shall return you to the darkness from which you were summoned."

"...Fine! But this is a waste of time, for I will crush those who defy me!" We all lowered our eyebrows as he monologued. "I will defeat all who get in my way! I'm-" Grogar waved a hoof, and Sombra disappeared in a wave of light.

"I advise the rest of you to prepare to work together!" Grogar walked off, for real this time.

Sighing, I turned to the rest of my newfound team. "Well, I might as well see how well Sombra does. Any collateral damage can only help us, after all. Be back soon!" I snapped, and followed the shadow king to the Crystal Empire.

\---

I stumbled into the throne room, seemingly out of breath. "Cadence... Cadence, you must hurry!"

"Matthew, what is it?"

"King Sombra," I gasped. "He's returned! Crystal ponies and guards are being mind controlled as we speak! You must send word to Equestria!"

Her eyes widened in fear. "If this is true, then there is no hope for the Crystal Empire without aid." A scroll and quill appeared, and Cadence quickly began to scribble a note.

Shining Armor galloped in right behind me. "The guard says Sombra's breached the castle!"

"Hurry, Twilight! We need you!" The message turned into a puff of smoke and flew out the window. Apparently princesses didn't need dragons for instant messaging. I suppose I should have figured that out sooner; it wasn't like Celestia had her own personal dragon as well, and she sent Twilight messages through Spike all the time. "Do you have Flurry Heart?"

The captain reeled back. "I thought you had her!"

"Go!" I yelled. "I'll keep the throne room secure! You go get Flurry Heart!" They both ran off towards the nursery room while my amulet glowed darkly.

So by the time they returned, I was wrapped in my own magic chains while Sombra's guards lined the hall. Outside, I felt the magic shift as the Crystal Heart came under the dark unicorn's control. In only a few minutes, King Sombra had taken complete control over the Crystal Empire. I knelt nearby the crystal throne and tried to put on a crestfallen expression as Cadence, Shining Armor and Flurry Heart were led in chains. Sombra glanced my way but paid no attention. He felt no need to explain my betrayal, and I felt no need to explain the power behind the scenes. It was a win-win.

"Kneel before Sombra!" The guards forced all three ponies to comply. They knelt, glaring defiantly at the king above them. Sombra seemed satisfied, sitting back on his new throne. "Long live the king."

\---

I had now been delegated to holding a fruit plate while Sombra ate a bunch of grapes. The number of guards under his control was now almost everypony, and the alicorns plus Shining Armor were now in a dark crystal prison. Twilight had told me about it before; it canceled all magic attempted inside one. Flurry Heart attempted to blast Sombra through the cracks, only for the invisible wall I mentioned to block the attack.

"It's cute that you think that will do anything."

"It might not, but they will!" The former crystal princess pointed to the Mane Six, who had run in amidst Sombra's gloating. I almost dropped the plate of fruit when I saw the Elements of Harmony on each of the bearers. Didn't they give them to the Tree of Harmony, like, ages ago? This was serious.

"Cavalry's here!" Their eyes went wide in surprise when they saw me in chains, but it only strengthened their resolve. All of them charged... right into Sombra's trap.

"How can I be surprised when I'm waiting to show all of you your greatest fear?" A wave of magic, and they all hovered above the ground, eyes glowing green with dark purple wisps of smoke. Another bit of information from Twilight; there was a door that showed the subject their greatest fear. It made sense that Sombra himself also had this power.

"You should all surrender! Nothing can defeat your own fears!"

Of course Sombra would be stupid enough to jinx himself. The Elements radiated harmonic light, causing the green to fade away. "We didn't need to defeat them. We just needed to face them long enough to distract you!"

Behind the dark king, Spike had blown dragonfire on the crystal prison. One of said crystals shattered, along with the spell binding the alicorns. Cadence flew out, grabbed the Crystal Heart held above Sombra's throne, and flew out the window.

"Noooo!" He ran to the window, only to be forced back by a blast from Flurry Heart.

"It's cute that you think that'll do anything," Shining Armor mocked.

I watched as the pink alicorn placed the heart in it's proper place below the tower, making the city once again shine with magic. The dark clouds above were blasted away, and all ponies under Sombra's mind control were freed. His crystals exploded into magic shards, as did the helmets on the guard's heads. I was careful enough to make my shackles disappear along with everything else, to make it seem like Sombra had also conjured those.

The unicorn stepped back. "You may have won the battle, but I shall win the war!" One unexpected blast from the Elements of Harmony later, and all that was left of Sombra was a stain on the crystal floor.

I stared dumbfounded at where the king once stood as everypony else celebrated their victory. I barely noticed Cadence flying in ready to fight somepony, or Pinkie Pie cakewalking on actual cake. I was just mumbling to myself. "Dead... he's gone. How can we win against something like that? Sombra stood no chance, how could we... we can't."

I let myself be teleported to the Tree of Harmony by Twilight, who was looking at me nervously. Whether it was because of her doubts as a ruler of Equestria or my odd expression, I could not tell.

Twilight floated the Elements back to their proper places, the tree shining brighter just like before. "Once again, Equestria is safe."

"What should we do to celebrate?" Fluttershy asked.

"I vote for a cakewalk!" Pinkie Pie said.

I was about to make some witty retort when the cave began to shake behind me. I watched as a single large shadow crystal pierced the wall of the cavern, releasing a familiar dark cloud. My heart quickened, both out of fear and hope. Could he still be alive?

"What's going on?" I heard Applejack ask behind me.

"I don't know!"

More crystals burst though the walls, chipping off pieces of the tree. Then, though the ground, a shard as big as the trunk of the tree shattered it. All six Elements went flying, shattering themselves at the feet of their bearers.

And then Sombra appeared once again, giving off maniacal laughter as the Mane Six stared at the ground beneath his feet, at the remnants of their most powerful weapon. Even I stood in shock, terrified at his raw power. Nopony before could have destroyed the Tree of Harmony, not even Discord. Only Sombra's unique skill set was able to accomplish such a task. Even if he somehow failed and was defeated sometime in the future, the rest of us villains stood a much better chance now that the Elements were out of the question.

"What. Just. Happened?!" Rainbow Dash asked in disbelief.

"The Tree of Harmony can't really be gone, can it?!" Fluttershy was shook to a level I had never seen before.

"It can't be!"

"But it is! You thought you defeated me, but you let me right to the source of your power. Now that it's destroyed, nothing can stop me!"

Twilight tried to fit some shards of the Element of Honesty back together, but it was no dice. The artifacts were gone forever. "He's right... With the Elements gone, I don't know how we can defeat him!"

"Then we'll just have to beat him the old fashioned way!" Dash pounded her hooves, and everypony but Twilight charged in recklessly. With one magic blast, Sombra trapped them all inside a crystal cage. I feigned getting hit by one, throwing myself to the ground and not moving, but listening.

"Ha! You're no match for me! I will finally rule the Crystal Empire! Wait... With you out of the way, I will rule all of Equestria!"

"No!"

"Oh, yes. And I think I know exactly where I'll start."

"Don't you dare say it!"

"Your sweet, little hometown."

"You leave Ponyville alone!"

"Or what? Without your Elements, it would be so easy to control you." All the ponies gave a yelp. "But there's no point. My conquering Ponyville is already your greatest fear!" After another fit of evil laughter, I felt the dark presence leave. I slowly pushed myself off the ground and made my way back towards the imprisoned ponies.

"What do we do?" I heard Fluttershy ask.

"I don't know! The Tree of Harmony grew the Elements! It kept the Everfree Forest under control! And now it's gone. Sombra will take over Equestria, and it's all my fault."

"You know, it seems everypony forgets about me when their in danger," I said, checking my fingernails. "If I wasn't almost as evolved as Discord, I might take it personally."

"Matthew!" All the ponies ran over to me from their side of the cage. "Can you get us out of here?"

"Well of course I can!" One dark blast from one newly conjured staff later, and the Mane Six jumped through the hole in the prison.

"Matthew, I have no idea what to do! Do you have any ideas?"

I paused for a second. Yes, Sombra's collateral damage was excellent for our cause, but if this kept going he would actually rule Equestria. He was too incompetent to do so successfully; only I was capable of doing that. I needed to help Twilight, not out of kindness, but out of necessity.

"You six head to Ponyville. Maybe you can get a few trusted ponies to snap out, or something. Keep it safe until backup arrives. We all know what happened the last time the Tree of Harmony ran out of power..."

"The Everfree Forest!" The Mane Six ran out to save their families, but Twilight held back. "What's your plan?"

"I'm going straight for Canterlot. Though I may not be able to beat Sombra, I can hold him back as long as possible. Now go!" The alicorn flew off, and I disappeared in a Sombra-like wave of darkness.

\---

"Where are Celestia and Luna?"

"They've gone to Ponyville with Star Swirl the Bearded to aid the Element Bearers in containing the Everfree Forest," one guard informed me.

"Former Element Bearers," I muttered. "Sombra is coming with an army to lay siege to Canterlot. Hold the defense as long as you can. I will see to the throne room personally." The guard bowed, then galloped off to inform the others. I had been bestowed the title of Prince for my saving Equestria many times, though it had no real power behind it. It was an honorary title, much like Prince Blueblood's.

My "seeing to the throne room" was basically just sitting on Luna's throne until Sombra broke his way through the castle. The royal guards put up a good fight; I counted five whole minutes between hearing the front gate crash down to dark magic gathering behind the royal door.

When Sombra entered, his eyes focused on me. "You? What are you doing here?!"

"You notice that I'm sitting on the lesser throne? You are the king, and I am whatever you want me to be. I can be your advisor, and a powerful ally... or you can throw me in the dungeons. Your choice."

"Hmph. I suppose you can watch my complete conquest of Equestria, for now." He looked around. "But it seems Celestia and Luna have fled! They are too cowardly to even stand against me! Equestria is already mine!" He took a seat on Celestia's sunny throne and gave a signature laugh.

\---

"King Sombra," I said in a exasperated but controlled tone, "I have felt Twilight and her friends teleport inside the castle. Should we not do something more... useful then redecorating?"

The dark pony did not cease in his growing of dark crystals in the throne room. "Without their Elements, those ponies have no chance of standing against me! I need not worry about them."

"If you say so..."

Then I detected a different energy signature. One more chaotic and much more powerful. I slapped my head; how could I have forgotten the Lord of Chaos? Quickly forming green light around my eyes, I now looked like any other pony under Sombra's control. And not a moment too soon.

The door burst open. "Ok, 'King' Sombra! Time to give up the crown!"

Another laugh. "Here to fight the good fight with nothing but your wits? Admirable, but foolish!" He shot a bolt of dark magic at them. Discord flew in front, and with a snap of his fingers, the blast melted into a pile of yellow glue.

He tried again, with this blast becoming cotton candy. "Well, I guess it's on me to be the MVP today." A pile of balloons now. The draconequus gave me a strange look before continuing. "I was betting on you, and I do hate being wrong." The next was a crowd of butterflies, then sparkles. "Although if you think about it, I am your friend, so maybe you win because friendship wins? Although Fluttershy should get most of the credit for that. She's my favorite.

Sombra fired once again, but this time the target wasn't Discord. It seemed to fly in slow motion, right towards Fluttershy... until the Lord of Chaos flew in front of her, blocking the shot. He flew back, landing on the carpeted floor with a thud.

"_Discord!"_ The former Element of Kindness flew towards her fallen friend, the rest of the ponies right behind her. I, on the other hand, almost fell off Luna's throne. Sombra had done a lot of impossible things lately, but this? This was _impossible _impossible.

"Not even the Lord of Chaos can stand against me! I am truly the most powerful creature in Equestria!" Turning, the shadow unicorn motioned for me to get off the throne. Trying to act as slave-like as possible, I complied. He created the largest crystal in the room, his new single throne.

"Oh, please wake up, please wake up!" Discord groggily moved his head towards Fluttershy. "Discord!"

"I'm so glad you're okay!" Oh, really Twilight? It seems you only feel that way when you need him. "We can't beat him without you!"

"You couldn't beat me with him, either!"

The draconequus coughed. "It would appear that you're on your own." He snapped, but nothing happened. "I have nothing left to give."

"That's it, then?" Applejack asked. "We're doomed?"

"Of course you are. I can't believe it's taken you this long to realize it. Now, how shall I eliminate all this clutter in my throne room?"

"Listen to me. You don't need me. You don't need the princesses, and you certainly don't need the Elements. Fluttershy, you will always be kind. Applejack, you will always be honest. Rarity, you'll always be generous. And Rainbow Dash will be loyal as can be." Discord gave a wheeze before continuing. "Pinkie will always bring laughter wherever she goes. And Twilight... You will always be the embodiment of magic. You lost sight of what's in front of you. You're here, together, willing to give everything you've got for Equestria. Nothing and nopony can ever take that away from you, because that's who you are."

I myself gave them the last bit of motivation needed. Giving them a temporary mental connection to my words, I sent them soft, but clear. "You ponies have got this. Save me, and defeat Sombra."

"It's going to take more then a sentimental speech to save you."

Twilight turned to face the dark king. "Discord's right. We've proven time and time again that the real magic is the six of us working together! With these girls by my side, I'm not afraid of you! I'm not afraid of what you can do or how much power you have!"

"You should be." He fired his magic at her. Twilight created a magic barrier, which shattered on impact, sending her flying back. She and her friends kept marching forward, though.

"You may knock us down, but we're gonna get back up again!" This time, the shield held.

"And again!" Now Twilight didn't even need the barricade. She simply parried the blast.

"And again! As long as we're together, we will never stop trying to defeat you!" Sombra let on a full current of continuous dark power. Twilight responded with her own, creating a classic conflict of power, each ray trying to push the other back. Twilight strained against the pressure... until Fluttershy grabbed her hoof.

"For our friends." Applejack and Rarity joined in on each side.

"For our family!" Now everyone was connected.

"FOR OUR HOME!"

**"FOR EQUESTRIA!"** They formed into a circle of magic, just like when they did have the Elements. For the first time, I saw a hint of fear in Sombra's eyes.

"No!" he wailed. "This can't be possible! Your magic can't defeat mine! _I destroyed the source of your power!"_

"You can't destroy our friendship, Sombra!"

"And we keep telling bad guys..." Rainbow Dash started.

"...But y'all just don't seem to remember." Applejack finished.

**"FRIENDSHIP IS MAGIC!"**

"NOOOOO!" The ball of harmonic energy blew outwards, turning Sombra into nothing but dust. The crystals around the room cracked, then shattered into nothingness. All around me, I felt Sombra's magic fade, felt ponies' minds being restored, and I finally let my green-eyed disguise disappear.

"You did it!" Unfortunately, that kind of harmony isn't very good for my magic, either. After those words left my mouth, I immediately fainted, falling to the ground.

\---

"Now I'll say something nice about centaurs. Tirek, you say something nice about changelings. Chrysalis, you say something nice about humans, and Matthew, you say something nice about ponies!"

"Never!" The changeling queen broke the circle of held hooves... or hands.

"Let us hope the three of you will be enough for my plans." Grogar had returned.

"And what of King Sombra?" Chrysalis inquired.

"Did he succeed?" Tirek asked.

"Hah!" He led us to his crystal ball. After a wave of darkness, it showed a picture-perfect recreation of Sombra's annihilation. "I'd say he gambled and lost! But at least he can serve as a warning to those who doubt continuing with my plans. Unless any of you have doubts?"

"Uh, not I." Tirek.

"Nope!" Chrysalis.

"I'm good!" Cozy Glow.

"Nothing here!" Myself.

"Then we shall join forces and work together to bring Equestria to it's knees!" He started laughing, and we soon joined in nervously. It wasn't shared, though. Grogar had asserted his dominance over all of us, and we all knew the inevitable.

It would only be a matter of time before we became useless, and he disposed of us.


	15. The Bell and the Book

I slapped my forehead as Tirek, Cozy Glow and Chrysalis all argued over who messed up the song just a few minutes ago. I had taken no part in it, so luckily I was exempt from the quarrel. Grogar, though, was not in a very good mood.

**"ENOUGH!"** They all shut their mouths. "I had hoped by now you would've resolved your differences, but apparently not."

"Perhaps if we knew what the plan was, we would be better able to prepare!" Chrysalis retorted.

"Assuming you even have a plan," Tirek grumbled.

"Of course I have a plan! I have located an object of power, and it occurs to me this is the perfect test. The three of you will work together to retrieve it. Against this item, those ponies won't stand a chance."

The changeling queen jumped the gun. "I have come close to ruling Equestria several times. Perhaps I should be the one to lead us."

Cozy shoved her aside. "I nearly drained all the magic from Equestria! That was good!"

"I absorbed all the magic from Equestria!" the centaur argued. "I could feel it flowing through my body as I grew!"

The three continued bickering until Grogar reached his breaking point. Stomping the ground, the three were slammed against the wall, magical chains binding them. See, this is why I do well as a student. Back in my early days of school, I learned that the best way to avoid punishment was to keep your head down and not be noticeable. The strategy, as usual, paid off. I stood still, untouched by the ram's magic.

"Each of you failed to defeat Twilight Sparkle and her friends! My power is greater then all of yours combined! This is but a fraction of it! Understood?" They all rapidly nodded, and the shackles fell away. "Now you shall retrieve the rest of it."

"Thousands of moons ago, the self-righteous Gusty the Great, unable to best me face-to-face, stole my Bewitching Bell. A talisman containing much of my own magic. The bell cannot be destroyed, so Gusty hid it in a place it has taken me millennia to discover - an enchanted cave high atop Mount Everhoof, protected by magical winds that prevent anypony from reaching its peak. There, the bell has remained until now."

He looked each one of us in the eye. "Scale Mount Everhoof. Bring me back my bell."

Chrysalis cackled. "The ease of this task is laughable."

\---

The four of us looked up at the snowy mountain, it's peak reaching high above the clouds. "Well, it sounded easy."

"Scale the mountain..." Tirek began.

"...Retrieve Grogar's Bell..." Chrysalis continued.

"...Together!" Cozy finished. "I drew up a detailed plan with several visual aids to show how we can..." She faltered when she saw that only her and I were still here. "...Ditch each other and do it alone. Well, at least I still have you, Matthew!"

I grabbed her sketch and looked it over. "Alright, you go ahead and see if you can get up the mountain. I'll stay down below and try to knock some sense into those two numbskulls. Alright?"

"Alright!" She flew off while I began walking towards the base of Mount Everhoof. Surprisingly, I found Tirek relatively easily. He seemed to be making some sort of campsite.

"Given up already?" I asked.

"Grogar was right. None of us can make it up alone. I believe that I'll wait for those other two fools to come back from their failed attempts, and take what they've learned for my advantage."

"Hm. It appears that you do have some brains to your brawn. Very well, I'll stay with you for now. I have some experience in setting up camps, so let me get the firewood." While Tirek used his strength to carry fallen trunks for makeshift benchs, I used sticks, vines and logs as fuel. Once I bunched it together, made a circle of stones around it, and then used a simple fire spell, a real blaze was going.

Eventually, Cozy Glow came stumbling in, snowy and freezing. The centaur began laughing at her expense. "It's not funny, Tirek!"

"Didn't make it to the top?" he asked. "Surprise, surprise."

"You didn't make it to the top, either."

"He didn't try to," I said.

"What?!"

"Do you not remember what Grogar said? None of us can make it up to the top alone. Tirek and I decided that staying here and waiting for you and Chrysalis to come back was better then chasing after you. Besides, your attempts may shed some light on our obstacles."

"We were supposed to go along my plan, not yours!" She turned to the centaur. "And you! I put up with your 'I'm smarter then you' attitude in Tartarus! But I'm over it!"

"I've had enough of you trying to manipulate me with that insincere, syrupy sweetness," Tirek challenged. "At least now we can see the real you."

"This is not the real me!" Cozy screamed. "_I'm cute and lovable!_"

"No, you're not. You're annoying, and you snore."

"I do not snore!" She got a gleam in her eye. "And at least I don't talk to my Gram-Gram in my sleep."

"Don't you dare bring Gram-Gram into this!"

I felt a shadow rise behind me. Turning around, I saw a giant snake-bull creature, one I recognized from Twilight's School of Friendship. An ophiotaurus. It roared, getting half of the bickering villains' attention.

"This is your fault!" they yelled at each other, before turning again in fear.

Just as the monster was about to strike, though, another female ophiotaurus slithered out from the tree. It gestured to the male, seducing it.

"Quick," Cozy said, "It's distracted! Let's go!"

"Wait." I held out a hand to stop her. Something was up. The love between them seemed to be only going one way. Wasn't there a race that fed on love...

The guise dropped, and Chrysalis began to suck the pink trail of magic from the beast. Drained, the ophiotaurus fell to the ground. "Mmmm... So much love. I haven't eaten this well in ages."

Cozy gagged. "So gross."

"Just so we're clear, I didn't save you because I like you. I did it because... because I..."

"Because you need us?" I asked.

"...Yes."

"Clearly I was right to wait." Tirek folded his arms. "Now tell me everything you learned today. Leave nothing out."

\---

The pink unicorn filly shuddered as Chrysalis crawled around the ophiotaurus. "Why are you doing that? Didn't you already drain it of love?"

"I always save a little for the next day."

"You cocoon all of your... meals?"

"Of course."

Cozy thought for a moment. "So when you ponynapped Twilight and the others, you cocooned them."

"Yes. Until that _sow _Starlight Glimmer freed them, corrupted my subjects, and stole my hive!" The former queen looked at me scathingly. I winced.

"Sorry about that. I was still under the influence of _friendship."_

"Those ponies have weaknesses. I used that turncoat Discord, along with Matthew here. Tricked him into capturing his so-called 'friends'."

Chrysalis sighed. "Discord was really something until friendship ruined him."

"Yes, I'm sure he was," I agreed.

"You should have seen Twilight's face when her friends appeared in bubbles around me. She was all..." Tirek made a variety of faces, all comically funny. We all laughed.

"She's so stressed out all the time." Cozy noted.

"When I posed as her former foal-sitter, I though she was going to implode!" That got another laugh out of all of us.

"I wish I could've seen her face when I nearly erased all the magic from Equestria," the filly lamented.

"All magic was a little excessive, don't you think?" Tirek asked. Ah yes, I remember Twilight telling me about that. Tirek was forced to help her open the gates of Tartarus when he realized that without his magic, he would be stuck there for eternity with the Mane Six.

"Eh, I think big. Besides, it would have been worth it just to see Twilight and her friends bow to me!"

"Indeed it would," he agreed. "Who wouldn't love to see those prissy ponies realize they've lost everything."

Chrysalis turned into a copy of Twilight. "I'm a pathetic pony princess," she imitated. "I made a detailed list of all the ways I'm a failure!" That performance brought on a chorus of laughter.

"And as for me, nothing will be sweeter then seeing Celestia and Luna's faces when the realize that their 'Champion of Equestria' had taken the throne himself, and all the ponies like him better then them!" The other three looked at me strangely. "What? My rule will be hard but fair. I have no quarrel with the ponies of the realm. The alicorns are my real enemy. If any other pony stands in my way, I'll gladly dispose of them, but unnecessary fighting is just... unnecessary."

"I suppose," Tirek grumbled. "You know, working with you three may not be the worst thing."

"Perhaps..." Chrysalis mused, "as long as it results in the complete destruction of our enemies."

"I wouldn't have it any other way! Do the pathetic princess thing again!" At Cozy's request, the changeling morphed back into the alicorn of magic. The laughter went on all night.

\---

After many trials, we finally made it to the top of the mountain. It was difficult, but with the different skillsets of four villains, we made it in relatively good time. Now we stood in front of a cave surrounded by rune stones.

Chrysalis tried to fly right in, but a magic barrier blew her back. Tirek tested the magic blockade, only to recoil in pain.

"Can you absorb it and make it go away?" Cozy asked.

"I can only absorb magic from living beings."

Cracking my knuckles, I stepped forward. "Finally time for me to be useful." Gathering all my strength into my staff, I summoned a ray of pure dark power. Even with the full might of the Alicorn Amulet, though, it was only enough to create a small hole in the defences. "Cozy! Go!"

The filly flew though the gap. "Keep it open, or I'll be trapped forever!"

"Would that be so terrible?" I heard Chrysalis say behind me. I managed a small laugh before grunting from the strain. My magic reserves were quickly running out.

"Hurry! I can't... hold it open much longer!"

Just as I gave out, Cozy flew back out, right into a nearby snowbank. Falling to my knees, I almost didn't see her holding up our prize; Grogar's Bell. "Ta-da!"

Tirek offered his hand and helped me up. "You know, working together seems smarter then fighting each other."

"Yes," Cozy Glow agreed. "When we help each other, it feels better somehow."

"I haven't felt like this since before I lost my hive. Having others who will be there for you is... pleasing."

"All those years of taking power from ponies..."

"When you use your powers to help others..."

"Yes, it feels..."

**"STOP!"** They all snapped out of their stupor. "Do not let the magic of friendship reach you! It took hold of me once, and I became nothing more then Twilight's lackey! You must fight it!"

Cozy looked confused. "But... Grogar said we have to work together."

"Grogar is too powerful," Chrysalis argued. "Something must be done about that. Let Grogar think we're his loyal servants. In the meantime, we'll hatch our own plan."

"Ooh... I love a good backstabbing!" I'd have to watch the pegasus filly a little closer from now on.

"After that, we can go back to trying to destroy each other!"

"In the meantime, though..." I pointed at our new magic artifact. "What do we do with this?"

\---

"YOU FAILED TO RETRIEVE THE BELL?!" We all cowered before the raging ram.

"We're sorry, almighty Grogar." Cozy said.

"We worked together as you asked," Tirek offered.

"We just aren't as powerful as you."

Grogar did not relaxx, though. He vented out his anger on a nearby wall, creating an entirely new cave system. "Obviously! At least you finally did as you were told and worked together."

"Of course!"

"Whatever you command!"

"Forget about that old bell." Chrysalis gave a scheming smile. "You were right. "We're so much more powerful... when we work together as a team."

All of us took a glance back at the bell, safely stowed behind a rock.

\---

"Where are you going, Grogar?"

He looked back at me. "Since you four were unable to retrieve my Bewitching Bell, we need another source of great magical power to defeat Twilight and her friends."

I waited until I was sure that he was out of earshot. "Alright, he's gone."

The other three villains came out of their hiding places. "I don't trust him," Tirek said.

"None of us do," Cozy reminded him.

"Which is why double-crossing him with his own bell will be so satisfying." Chrysalis levitated the bell in question.

"If we can figure out how to use it!" The centuar grabbed the bell and tried shaking it, but nothing happened.

I rubbed my chin. "You know... I know for a fact that the Canterlot Archives has a restricted area. If there's a book on how to use this thing, it's there."

"My triumphant return to Canterlot? I like the sound of that."

"Chrysalis, none of the ponies know we've even returned yet. It would be wise to continue working undercover." She grumbled and said a few unintelligible words, but didn't argue.

Cozy still had a smile on her face, though. "Oh my gosh! Road trip!"

\---

"So, how will we get inside?"

"This is where I come in." I pointed at my face. "I'm one of the most trusted figures in Equestria once again. Getting inside myself should be a breeze. I don't think I can talk my way in for you three, though."

"That's fine. Just go retrieve the book, and-" Tirek and the other immediately ducked behind a barrel. I turned to find that Discord and the Mane Six, minus Twilight had suddenly teleported in.

"Could you not go popping us all over the place, please?" Rainbow Dash noticed me. "Uh, Matthew? What are you doing here?"

I gave a light laugh. "Well, Twilight assigned me a few duties for the Summer Sun Celebration as well, so I'm just going around checking on things." Discord was giving me an odd expression. I tried to ignore it. "Anyway, I was just about to head to the archives. Need to read up on a book, make sure everything here is in order."

"Wow. You're even more Twilight now then, well, Twilight."

"Heh. Yeah, I guess so. Anyway, I really must be off now. Bye!" Possibly looking a bit strained, I snapped my fingers, teleporting straight to the entrance of the library. My magic signature allowed me to do that; I was on the list.

I walked right to the nearest guard. "Excuse me, sir. I need access to the restricted section."

"Sorry, but the restricted section is off-limits, unless you have the permission from a princess."

"Oh, really?" I pulled out my amulet and dangled it in front of him. "Do you know who I am?" He nodded, and I saw a flicker of fear. Obviously this was one of the newer recruits.

"Now, I could do send a letter to Princess Twilight right now. Tell her how the guard there isn't letting me find some important information for her... she might not be in a good mood, since she's practicing _raising the sun and moon _right now with Celestia and Luna. Or, you could let me through without all that nonsense, and I can talk about how the guard kindly let me find what I was looking for. Which would you like?"

"Sorry, sir. Let me open that for you straight away." He walked me over to the barred gate, pulled out a key and stuck it in. The bars swung open, and I walked inside.

Rows upon rows of dusty, ancient books awaited me. There were figures of time-turners, necklaces imbued with unknown curses, and grimoires filled with cursed magic. I got to work.

Digging through the aisles, there were tomes that I dared not even think about. I used dark magic, but this was too dark. I was evil, but destroying Equestria itself was not what I had in mind. That was why I had to help stop Cozy long ago; losing my magic too would make me useless, and I couldn't have that.

Anyway, after a few minutes of searching, I found the target. A green book with a bell inscription on it, blocked by chains. They were magic-proof, too. Groaning, I grabbed the nearest thick book; another green, key inscribed tome and slammed it against the shackles. They broke, allowing me to grab the bell book.

As I sneaked back out, I ran back into my three favorite villains. "Tirek? Cozy? Chrysalis? How did you get this far?"

"Oh, just a little chaos here, a little misdirection there. Their celebration won't be going as planned, it seems." Tirek looked a little proud of what he pulled off.

"Well, that doesn't matter. I got the book, so let's hightail it out of here! Gather 'round me." They complied, and I teleported us all back to Grogar's cave. The magic detection is one-way only. It was a real design flaw.

\---

"So, did you find what you're looking for?"

"Once again, I've found success where you all find failure!" We all grumbled, but didn't dare contradict. "I have located what I sought, and tomorrow I will set out to retrieve it. When I return, Equestria will finally be ours for the taking." He left our little cave, and we all relaxed. Tirek, though, still looked grumpy.

"Oh, stop pouting," Chrysalis said.

"You knew you couldn't stay that buff. You had to return all the life force to those earth ponies so Grogar doesn't suspect anything."

"And we can't let Twilight find out trail," I said, helping Cozy.

"I don't have to like it."

"Well, I don't like that we worked so hard to destroy their party and they still pulled it off. But you don't see me complaining!" Cozy, we don't _hear _you complaining. All of us can see it just fine.

"Our goal wasn't to destroy," Chrysalis reminded. "It was to distract. And now we have exactly what we need." She levitated the book from an inconspicuous place on the nearby bookshelf.

"And no time to waste. We have to master the bell before Grogar returns."

"And you know..." I thought for a moment. "Hearing about what you all did, it seemed really easy to make the pony races turn on each other, didn't it?"

"Yes, it was." Chrysalis seemed to get my point. "Now that is something to think about..."


	16. The Final Battle

There was a flash, and the changeling queen walking into the room. "Ah, Chrysalis." Tirek put his hooves off the table. "Another successful field trip, I presume?"

"Spreading distrust among the unicorns and earth ponies is almost too easy. We could take down Twilight and her friends a hundred times, but as long as they have the 'love' of Equestria behind them, they'd crawl back to defeat us. Not anymore."

"No friendship, no magic! It's so obvious when you think about it." So Cozy saw what Twilight couldn't. Maybe she would make a good headmare. "I did my part freaking out the pegasi."

"And I have spied on Twilight. Her coronation is today, and so our plan must be put into operation immediately, before Celestia and Luna escape to wherever they plan to go."

"Our short time frame is no matter, for Grogar's long absence have given me time to prepare the next part of our plan." Tirek stood up, walked over to a nearby torch and blew it out. The secret stone levitated away, revealing the artifact we had worked so hard to retrieve.

"Grogar's Bell. This artifact can steal any creature's magic. It holds that magic until it is released by this spell." He pointed to a pair of pictures on the book in front of us, showing Grogar absorbing a pony's magic. "Which means all the power inside is ours for the taking!" He started kissing the bell, until Cozy flew and took it from him.

"You're drooling on the bell."

"Let's try the spell before Grogar comes back," Chrysalis said, wrenching the bell from Cozy Glow with her magic. "I'm sick of waiting for that old goat's master plan."

"Take my hands." We all looked at Tirek with a mixture of confusion and disgust. It seemed like a friendship thing, after all. "So we can all be part of the spell. Unless you'd prefer I take all the magic myself?"

After that, we all couldn't hold hands fast enough. Cozy was on his left, with me holding her other hoof. Chrysalis was on his right. "Our pact stands. What we do, we do together. Once we defeat the protectors of Equestria, we can claim this land and rule our kingdoms alone once more."

With that, Tirek shot a blast of fiery magic at the bell. It flew skywards, the runes glowing yellow. Once reaching Tirek's head, it flipped on its side and rang, creating a vortex of magic. As the bell fell to the floor, all of us changed, adapting to our new power.

Tirek grew taller, his horns becoming longer. Chrysalis gained a green crown and now looked like a true queen instead of a sickly royal. Cozy Glow grew a horn on her head, becoming an alicorn.

And I? The Alicorn Amulet's wings spread farther, it's horn becoming longer. I had not taken the magic; the necklace had. The gem became darker, and I felt my power double, if not triple.

We all laughed, knowing that now, no one could stop us.

\---

"I have returned. Twilight Sparkle's coronation is today, and we are going to ruin it with this artifact." In his magic, Grogar had a strange red gem. "But to succeed, you must work together."

"Oh, way ahead of you, Grogar." Out of the darkness, Chrysalis spit at Grogar's hooves. The green goo stuck to the ground, binding him in place.

Tirek broke out of his hiding place, showing his newfound strength. Cozy flew out of her cave, using a magic blast to shatter the gem. And I walked in from behind, trapping him from the exit. My new and improved amulet floated in front of me.

His artifact hovered in front of him. "The bell! You had it all this time?! Why didn't you tell me?!"

"We're villains. Duh." With our magic, we activated the spell, causing the vortex to appear. It striped Grogar of his magic... yet it was Discord who fell to the ground, his disguise torn away.

"That was unexpected," Tirek commented.

The Chaos Avatar snapped his fingers, but nothing happened. He looked at all of us with a sheepish grin, then ran out of the cave, bumping into me. I was too stunned to react.

"Wait," Cozy said, confused. "Grogar was Discord? Like, the whole time? Should we follow him?"

"Without magic, he's no threat." Chrysalis turned, and we followed. "Besides, we have plans."

We stood around the table. "The 'Lame Six' are so busy being perfect, they haven't even noticed what we've been up to." Ah, it appeared that my nickname for them had stuck. At least for Cozy. "Have I mentioned how great revenge is?"

"I hope you got a name picked out for you future kingdom," Tirek told us. "Because it's time to destroy Equestria!"

"But first..." I pointed at the bell. "Discord's chaos magic. With all that power, nopony could stop us, ever!"

"But taking it would be madness! It's impossible for any other creature to control!"

"Then let's put that to the test." Tirek looked like he wanted to object, then held his tongue. The three other villains rung the bell once more, giving me the magic formerly belonging to Discord.

It was almost too much. The immense power stretched beyond the cosmos, and if I used it all the whole universe could be my empire. But I didn't. Trying to control that would be folly. Instead, I created a magic dam, sealing up all the power except for a small trickle. I had an idea on how to use it, but it needed field testing. I snapped my fingers...

...And a cherry pie fell on Chrysalis' head. She hissed, and I laughed. Tirek looked stunned. "How? That power is impossible to harness!"

"Two steps. One, keep almost all of it bottled up. Using full force without learning the wheels is folly and would result in your destruction, or worse. Second, you can't order chaos. I only wished for food to fall on her, and chaos complied. The less strict the order, the more likely it will happen. I will try to learn how to focus this power like Discord, but for now it serves no purpose in a fight."

"And we have no time. We've a kingdom to conquer. Cozy grabbed the bell, and we walked outside.

"So, where should we strike?" the alicorn asked Chrysalis.

"Everywhere."

Tirek jumped down, Cozy and Chrysalis flew, and I teleported straight to Canterlot. I planned to overhear Twilight's plan for the coronation, to see how best to attack.

"...So what's the worst news?" I heard Rainbow Dash ask someone.

"Well, we have a traitor in our midst. The fourth villain I was referring to was... You!" I turned and found Discord pointed at me with a talon. Shoot, so he had gotten here before I did.

"Huh? What's going on?" I tried to act confused. Maybe I could use Discord's so-so reputation to my advantage.

"Discord, that's impossible. Matthew's been with us every step of the way! There's no way that he'd betray us!" Twilight trust made me a bit happier, though the thought of my actual betrayal strangely sunk it.

"It's true! Look at the Alicorn Amulet!" I tried to hide it, but it was too late. Everypony, from the Mane Six to the princesses had seen my bigger and better amulet. Celestia, eyes narrowed, did a magic search of me.

"The amulet is tainted with Grogar's magic! And Matthew himself with Discord's!" I took a step back as all the pony eyes broke in front of me.

"But why?"

"How could you?!"

"Again?"

"You were our friend!"

**"ENOUGH!" **With a wave of my hand, everypony's mouth was shut with a magic zipper. The alicorns would be able to undo it, but it would take time. I got right into my anger.

"I DID THIS BECAUSE I HAD TO! CELESTIA AND TWILIGHT ARE UNFIT TO RULE EQUESTRIA! ONLY ONE PERSON COULD POSSIBLY TAKE THE REINS! ME!"

I took a breath. Continuing, my tone was more controlled, but still furious. "Once I become King of Equestria, this land will enter a new age of prosperity and glory. You can all still be my friends; hell, I even want you to be, but I will be the one in charge. The ponies will be safe under my protection, not some princess who is powerless against any threat, or an alicorn who has a mental breakdown whenever something goes wrong."

By now they had gotten their muzzles off. "Matthew, you're insane!" Twilight cried out. "Your rule will only result in a reign of terror and darkness! The Alicorn Amulet is influencing you, so fight it! I know who you really are!"

I laughed. "Twilight, this is who I really am. So give up the throne, or I'll have to make you."

"You can try!" Celestia and Luna stood in front of her. "But I think you'll find the two of us as more then a match for you, even with Grogar's magic."

Grinning, I put up a barrier between the rest of the Mane Six and ourselves. "Then lets dance."

Summoning my old staff, I shot out a familiar beam of dark magic. This was concentrated stuff, though, making it at least twice as powerful as before. Celestia and Luna tried to stop it, but even their combined might couldn't stop the laser from slowly inching towards them. My victory was already assured.

But then, the progress slowed down. It stopped completely, and then began to rebound towards me. It seemed that Twilight had grown a spine faster then I anticipated. As awesome and powerful as I was, three alicorns were just a bit higher on the power scale. I needed some help, and soon.

Luckily, I had allies to help me. Cozy Glow burst through the door, bell in hoof. "Cozy, bell me! Now!"

As the barrier dropped and the bell arced towards me, I used a limited amount of chaos magic to make ice cream fall on Twilight. Her magic ceased for a moment, giving me some leeway. I grabbed Grogar's Bell, swung it around, and rung it towards the diarchs. They soon found their powers ripped from them, now stored in the artifact in my hands. Both Celestia and Luna fell to the ground.

"NO!" I heard the former Element of Magic cry out.

"That's the problem with you magic-types," I heard Cozy say behind me. "You're so reliant on all your special power, you forget to use your brains!"

"Keep telling yourself that. Now!"

I was having none of it. As soon as the rest of the Mane Six spread into action, I pounded my fist into the floor. Chains wrapped around all of them, latching them in place.

Light filed through the window behind me, getting brighter and brighter until it shattered. Tirek and Chrysalis, my backup backup climbed through. Discord tried hiding behind Twilight's throne, but Cozy flung him with magic into the pile of ponies, who now included Celestia and Luna. Twilight quickly broke her chains and made a pink shield around her group.

"You think your pathetic shield can stop us? The Pillars have been defeated. Your school is abandoned. Face it, Twilight. You've lost!"

"You can attack us and we may fall," Twilight said defiantly at Chrysalis, "but Equestria will still stand, united in friendship! And we won't stop until we defeat you, no matter how many ponies you take down!"

We all laughed. "Didn't you all notice something was wrong in Equestria? We've been busy." Tirek chose to spill the beans before the plan was finished. Not what I wanted, but it was too late now.

"A whisper here, a rumor there," Chrysalis continued.

"Destroy some crops, cause some damage."

"Turn pony against pony." Their eyes started to widen in realization at Cozy's words.

"Until your whole kingdom is on edge, waiting for just one tiny thing to push them over the brink!"

I folded my arms. "There's no rainbow magic or friends to save you now!"

"Golly, I think it's time for some redecorating!" We all turned, charging our magic. With one combined blast, half of Canterlot was blasted to smithereens.

"You know what's stronger then friendship, Twilight?" The changeling crawled around her shield, then lunged forward. "Fear!" It turned green, then shattered.

"Because when you have to protect yourself, you don't have time for anypony else." Tirek grabbed Twilight with his magic, pulling her forward.

"Too bad you never taught that in school." Their magic glowed, I looked away...

...Then a rock hit Tirek, and Twilight was dropped to the floor. Rarity had finally used her magic for something other then fashion. The villains fired at Twilight anyway, who was forced to use a large piece of rubble to block it. They kept on the onslaught, though, and I could see her straining against the effort.

The white unicorn galloped up and pushed against the rock. "Go, Twilight! Get help!"

Applejack joined her. "We'll hold 'em 'til you get back!"

"No! I can't leave you here!"

"It's our only chance!" Fluttershy flew up to push as well.

"You'll come up with something to save the day!" Now Rainbow Dash. It was heartwarming, and predictable for them.

"You always do!" Now the whole gang was helping. The princesses, their wings still fully functional, also contributed to the effort.

"We believe in you!" Ah, Spike. Your faith is sadly misplaced.

Discord grabbed her, his eyes filled with fear. "Fly, you foal!" I just saw Twilight escape as the wall finally crumbled, and all the ponies felt the full power of Tirek's, Chrysalis' and Cozy Glow's magic.

\---

We had relocated our base of operations to the caves below the castle. Every pony of importance was stored down here, trapped behind green walls. "And now for your complete destruction!" Cozy told them. "Won't that be fun?"

"Patience, Cozy. Destruction is so... permanent. We need to show the rest of Equestria that we've broken their heroes first. Besides, we should have fun with our guests." Chrysalis had an eye on Starlight, in particular.

"And remember, Cozy Glow." I made my fist glow with dark power. "These ponies are my property, as decided by our agreement. Once Equestria is fully ours, they will be taken under my protection. Any harm to them will have to go through me."

"We should hunt down Twilight Sparkle! As long as she's out there, she's dangerous!"

Chrysalis flew over to Tirek. "Is that big, strong minotaur that scared of one little pony? Relax. It's not like her friends are going anywhere."

She jumped onto Starlight's cage, climbing near a shiny rock attached to it. "The fools brought the remains of my throne to Canterlot to protect themselves. Hah! Those shards block their magic." When the changeling queen saw Cozy Glow approached the Mane Six, or rather the Mane Five, she kept her back. "Careful. Too close and the shards cancel even our powers." Chrysalis drew a line in the dirt. "But on this side of the cavern, we're the most powerful beings in Equestria, thanks to Grogar's Bell. We all huddled around said bell. "Isn't that right, 'Grogar'?" She pulled on the chain, forcing Discord to fall forward before us.

Out of the corner of my eye, I saw Cozy grab the bell, intent on using it. Tirek stopped her before I could. "What are you doing?! We agreed not to use the magic in there yet!"

"Yeah, but there's alicorn princess magic in there! I could be so much more powerful if I just could have-"

"What do you mean you could be?"

Cozy looked angrily at Chrysalis. "Um, hello? I'm the best one out of all of us! Nobody sees-"

"What are you talking about?!"

"The best at what?!"

As the three bickered, I walked over to the Mane Five. "I'm sorry you have to see this," I whispered. "I promise, soon they'll be gone and I can free you."

"Like we can trust you!" Rainbow Dash said, a little too loudly. I shushed her, trying to look hurt, then continued.

"Look, I know you don't agree with my plans to rule Equestria, but I really do have the best at heart. You'll understand someday."

I turned just as Tirek said, "Stay away from the bell, you pest!" He blasted magic at Cozy, forcing her away from it.

"Oh, like you deserve it any more then she does, you muscle-bound cretin."

The centaur punched his fist. "This 'cretin' could destroy you before you blink, so choose your words carefully."

"You're right, 'cretin' is too polite." He starting walking towards us, throwing a rock between his claw and paw. "How about 'pathetic centaur who uses magic to compensate for the fact that deep down, he's afraid he'll never be enough to please dear old dad, King Vorak'?"

Grinding his teeth, Tirek shot his magic at Discord. The draconequus used his rock to block it. He was sent flying back by the force, but he got what we wanted. The laser bounced around, coming close to hitting us a couple of times, but eventually faded away.

Cozy laughed at him. "You missed!"

"Did he, though?!" We all looked up at Starlight, who's fragment of Chrysalis' throne was shattered. Her magic glowed, and she spun around. The bottom half of her cage fell to the floor.

"GET HER!" We all blasted at the unicorn. She teleported around, giving us obnoxious faces while doing so. Starlight soon found herself next to the Mane Five.

"Get Twilight!" Applejack told her.

"No way! She's always needed you guys!" Floating, she released an outburst of teal magic. All the green walls trapping the ponies faded away. She had just a moment to admire her handiwork before Chrysalis struck her from behind, causing her to fall to the ground.

Celestia jumped from her prison and landed protectively over Starlight. Luna soon joined her.

"Find Twilight!" she told the others. "We may not have our magic, but we aren't completely helpless! We'll hold them off as long as we can!" With that, they charged. While the former Element Bearers escaped, Chrysalis had to deal with a flying Starlight, Tirek battled against the Pillars of Old Equestria, Cozy fought against Celestia, and I was against Luna.

"Alright, let's make this fun." I summoned a jet-black sword. Luna's horn, which was made to harness magic would be able to block it, so she wasn't exactly unarmed. She was just at an extreme disadvantage.

"I will make you regret turning on Equestria!" She jabbed at me, and I easily parried. I slashed, and she blocked. It was like fighting with sticks, only the stakes were a bit higher.

I yawned as my hand cast a simple shield spell to block Starlight's magic blast. I though that this epic battle would be, well, more epic. Might as well just end it here.

"Enough!" Lifting my hands, everypony was lifted up, then thrown back into their cells. My own magic kept them inside until Chrysalis was able to recreate the gooey walls.

I clapped my hands. "Tirek, you do a head count. I don't want any missing ponies. I'll be going back up to check on the situation outside." And with that, I created a magic cape, flung it around to look intimidating, then left both heroes and villains stunned at my performance.

\---

The centaur rejoined us where Twilight's throne used to stand. "Every prisoner is safely in their cells. Now we can hunt down the rest of the-" He saw the icy spirits flying above us. "Windigos?"

Cozy was shivering. "I'm not hunting anypony down in this weather! Can't we magically get rid of them and warm things up?"

"I don't think we should," Chrysalis said. "This could work out quite well for me."

"You mean _us_," Tirek reminded angrily.

"The harsh weather is the final blow to break the ponies' spirits. Once Equestria is a frozen wasteland, we'll use our magic to destroy those windy beasts. Ponies will be so grateful, they'll do whatever I want."

"I am not ruling a frozen wasteland!" I yelled.

"The windigos are ancient magic. It would be unwise to leave them unchecked," Tirek agreed. "Best we deal with them now." Chrysalis snarled at him.

"We should probably deal with Twilight and her friends before anything else." We all looked at Cozy.

"Though it was too cold for you to hunt anypony down."

"We don't need to! They're right there!" She pointed to a distant hill, where the outline of six ponies and a baby dragon were seen.

Swinging my arm in a circle, I created a red portal straight to them. All four of us walked through it, me and the bell taking the rear.

As we approached, I heard Fluttershy say, "Discord's magic is so chaotic, he's the only one who can use it."

"Not true!" They all looked at me. I snapped my fingers, and a purple apple appeared in my hand. "I believe my skill in chaos is nothing minor." They all stared at me, mouths agape. "Oh, don't worry. If I had full mastery over it, I wouldn't have struggled so much against Celestia and Luna. It's still a work in progress."

"Ugh, can we get on with this, please?" I looked at Cozy Glow, then waved her forward. She blasted the Mane Six with her red magic, creating a crater where they once stood. We slowly approached the scene.

"They're still somewhere nearby. Find them!" The others didn't look too happy at my orders, but they complied. It wasn't long though before Rainbow Dash, Twilight and Pinkie Pie charged out of the nearby bushes.

Dash spun circles around Cozy, though she quickly recovered and gave chase. Twilight was able to get a good punch in on Tirek, who also got up decently fast and continued fighting. That meant Chrysalis had to deal with Pinkie's antics, which frustrated the changeling queen immensely. All the while, I stayed close to the bell, keeping it safe.

"Do they have to be so annoying?" I heard the pink filly ask.

Chrysalis turned to me, eyes widening. "Matthew, behind you!"

I turned and got a face full of bell. Somehow they had found how to use the darn thing. I screamed as I felt Discord's chaos magic tear away... but was surprised that my normal magic, including Grogar's remained. The Alicorn Amulet shined stubbornly, holding fast. I fell to the ground, breathing steam out my nostrils.

**"ENOUGH!"** I slammed the ground with both fists, and black ropes bound everypony. I grabbed the bell from Spike's hands. "Why you little..."

Each of us villains grabbed a couple of heroes, then threw them in a pile. "Betrayed by your own student. A fitting end to your pathetic story."

They each made of ball of magic, intent on destroying the ponies. I want to stop them, to remind them that this wasn't the arrangement we had made, but at this point I was too scared to intervene. Without Discord's chaos magic, I was too weak to face all three of them. I could only bow my head in sadness as the laser fired towards the group of my former friends, surely going to scatter their dusts to the winds of the windigos..."

...And yet they were perfectly unharmed. A white shield, almost as clear as glass surrounded the Mane Six. From the nearby hill, a large army charged. There was ponies, changelings, dragons, yaks... if it was a creature known to ponies, it was there.

The flyers came first, stirring up dust, blinding us. I saw the changelings morph into the former Element Bearers, making so many until I couldn't tell which ones were real. All the while, yaks stomped the ground, making our balance waver.

"Don't let them escape!" I heard Tirek yell.

"Which ones?!" Cozy asked.

Pulling off another Hulk move, I gave a ear-piercing roar. The fog dispersed before me, and the various flying creature fell to the ground. Grinning, we all took one step forward, only to be blocked by a pink magic beam searing the ground before us. Twilight had finally found some more courage.

"ENOUGH!" Hey, that was my line! "Because of you, I almost lost my way! But every creature here has reminded me of the true power of friendship! There will always be darkness in the world, but there will also always be those who find the light! The Pillars knew this! That's why they created the Elements of Harmony!" The Pillars were suddenly there, fading in next to Twilight, who was starting to glow with a pink aura. "The Elements showed me and my friends how strong our friendship could be! Together we worked to bring harmony to Equestria!" The rest of the Mane Six flew up above Twilight, and I felt a small pang of fear in my own heart. "But there will always be more to do! Which is why we teach others about the magic of friendship! Others who will continue our mission after we are gone!" Now Twilight's students, the ones who had thwarted Cozy Glow and who I had nicknamed 'The Young Six' floated up as well. They all glowed with their respective colors, with Twilight's shining the brightest of all. "Now I truly understand! The Elements were just symbols! The real magic has always been right here! And the more who understand how powerful friendship is, the stronger we will all be! Together!"

"Nope, I'm not taking that. See ya, suckers!" I teleported far, far away, all the way back to Canterlot. I still got a good view of the rainbows converging on Twilight, though, and of her giant rainbow shooting skywards and banishing the windigos. Then it crashed down, presumably on the three other villains.

That wasn't even the weirdest part, though. After a few seconds, a giant cupcake fell from the sky, and the skies started pouring chocolate rain. Then, just as suddenly as it begun, the rain stopped. The cupcake remained, though.

Pulling out a pair of magical binoculars, I saw a weakened Tirek, Cozy and Chrysalis pop out of said cupcake. Celestia and Luna approached, looking more pissed off then I've ever seen. Then Discord whispered something in their ears. Or rather, two Discords. It seemed that he had gotten his powers back, and so had the princesses. Together, they shot their magic at the three.

I watched in horror as all three slowly turned to stone. Once finished, they were all standing on the same pedestal, though with different expressions. Tirek and Cozy were cowering, while Chrysalis was in a lunging position.

I sighed, knowing what was coming. Might as well get it over now. Besides, the lesson to be learned here was already learned. Snapping my fingers, I teleported right next to the statue, hearing Discord say, "I can't think of anything that they would want less."

"Yes, yes, congratulations." My voice brought everypony's attention. The princesses looked at me scathingly, Discord just rolled his eyes and said "Oh, it's you,", and the Mane Six glared at me, along with everypony else.

Twilight herself, though? She just looked... disappointed, and that broke my heart. I couldn't stand to think that my last thought would be that face. I got on my knees, showing respect but not begging.

"Go ahead. I know that my time has come, for real this time. Stone, Tartarus, death... I deserve all of it."

"Yeah, until you get out and try to grab the crown again!" Rainbow yelled. I winced, but didn't rebut.

"I know. My urges are too much for me, which is why I give you this." Pulling off the Alicorn Amulet for the first time, I threw it at Twilight's hooves. "That thing caused me nothing but trouble anyway."

That got on the faces of surprise. I was going to miss those. Closing my eyes, I spread my arms towards the princesses. "Go ahead. Fire away."

One moment passed. Then two. I expected to feel the cold winds of Tartarus, to feel the pain of my body turning to stone, to open my eyes and find myself in pony afterlife. But after an eternity, when I finally dared to see again, I was still kneeling in front of them all. Celestia looked at Twilight, then at Luna.

"I think it's best if we let Twilight decide his fate." Luna nodded. All the attention turned to the Princess of Magic, including me. After another infinite amount of time, she levitated the Alicorn Amulet, then trotted towards me. I braced myself for the inevitable blow, then almost reeled back when her hooves pulled me into a hug.

Oh great, now she had opened the waterworks. The tears came thick and fast, and there was no way to stop it. "I'm- so- sorry!" I sobbed. "I just- didn't think- you were- ready."

"I didn't either. But now we can all tell that I need to be, including you. Matthew, you show the parts of people they don't want to see, including myself. You find new ways to solve problems that nopony else could think of. I still want your help to rule Equestria. Will you join Spike as well?" She held out the amulet for me to take, a sort of badge of office now.

I wanted so badly to take it. I wanted to help her, to solve problems, to see even more of what Equestria has to offer. But I knew I couldn't. I had made the same mistake twice, and this time I wouldn't let myself repeat it. "No," I said firmly, pushing it back. "I can't."

"Twilight, you know what'll happen if I stay at Canterlot, or even Ponyville. A lust for power is part of human nature, and I won't let that control me ever again. It's time for me to leave."

"Leave where?"

I shrugged, wiping away the wetness from my face. "Who knows? Maybe I'll find Cheese Sandwich and travel with him. He seemed like a cool pony. And if Equestria is ever in danger again, I'll be there to help."

Getting back up, I began to walk away from it all. Nopony stopped me. "Twilight Sparkle, you really have some special friends. Never forget that. Maybe one day, I'll understand the magic of friendship like you, but not yet."

I slowly trudged until I reached the beginning of a small forest. It was so thick, once I entered I would be invisible to anyone outside. I turned, then waved one last time.

To my surprise, almost every creature waved back.

\---

"Oh, hello Derpy," I said in a monotone. The mailmare pulled out a letter for me, then immediately hightailed it out of here. I suppose that Grogar's old hideout can be kind of scary, but it's really fine once you get used to it.

Looked at the sealed message closer, I saw it had Twilight's royal seal on it. That was odd. It had been at least five years since I had seen her last, and there had been no messages since then. Why now?"

I tore it open, reading it from top to bottom. It made me confused, it made me smile, it made me cry a bit on the inside. Looking inside the letter a bit more, I found the Alicorn Amulet once again. I clasped it around my neck, the gem glowing darkly once more.

"Don't worry Twilight, I'll be there in a jiffy." I snapped, leaving the letter fall to the floor.

_Dear Matthew,_

_I don't know if this letter will even reach you. I guess I just have to trust in the Equestrian Mail Service. I wish I could use Spike's dragonfire, but without your location it can be a bit iffy._

_There are a couple of diplomats from new kingdoms arriving today, and I could really use your help. Applejack can usually tell if someone's lying or not, but no<strike>pony </strike>one can see somepony's true intentions like you._

_The amulet is inside here, too. I feel much better knowing it's in your <strike>hooves </strike>hands. You handled it the best, and I know you'll make the right decision with it._

_Hopefully I'll see you sooner rather then later._

_Your best friend and Ruler of Equestria, Twilight Sparkle._


	17. Death

"And so the cycle continues." I looked up at Twilight from my wheelchair. "You know, I could ask Luna to pull off a fake Nightmare Moon thing for Luster Dawn, if you want. Discord would probably help too..."

She gave me an obvious look of opposition, and I gave a laugh. "Just kidding, just kidding. She may not become an alicorn princess, but at least you've set her on the right path."

The tall alicorn sighed. "I hope you're right. As usual, your idea to bring her to Ponyville was a good one. I don't know what I'd do without you."

"We all don't." The Council of Friendship gathered for a group hug.

"Whoa, whoa! Go easy on the guy in the wheelchair!" A couple of them sighed, but relented a bit.

"Too bad I won't be here to see Luster grow up, huh?"

The laughs and giggles ceased. "What do you mean, Matthew?"

"Oh, come on, Twilight. Does the wheelchair not say anything on it's own? Even with Equestrian magic and healthcare, humans still have a shorter lifespan then most ponies. My body is already old, and soon it'll stop completely. My time is soon coming."

They all looked shocked. "Why didn't you tell us about this?" Dash asked.

"Because I didn't want to worry you! I thought you would all know by now. I mean, look at me! I'm old and wrinkled, and nowhere near what I looked like when I came here. I just have to accept this."

"But what am I going to do without you?!" Twilight started to hyperventilate, one of her old habits coming back. "Without your help, how can I help ponies in new ways? All the best ideas come from you; I can't afford to lost you! I just can't!"

"You'll do fine, Twilight. I've taught everything to my student, Note Taker, and he'll do just as good as I ever could have."

"But that ain't the point!" Applejack looked agitated. "We're not losin' an advisor, we're losin' a friend! One of the best we've ever had!"

"Applejack, lying isn't your strong suit. I was never the main character in this story, I was just the one trying to fit himself in. You six are who Equestria needs, not me."

I coughed. "Now, I'd rather not continue this rather sentimental conversation. If you'll excuse me, I'll be heading back to my room in the Castle of Friendship." With a dark red aura around the wheels, I slowly rolled down the hill back towards Ponyville proper.

\---

Ironically, I had even less time then I thought. In less then two years, I was laying on my deathbed in my room at Canterlot. My personal pupil, Note Taker came in first.

"I got all the ponies that you asked for, Matthew."

"Good, good." I beckoned him closer. "Note Taker, take a note." It was my favorite like to him. He pulled out a quill and paper. "I, Matthew, personal advisor to Princess Twilight Sparkle, leave this as my will. My burial place will be at the edge of the Everfree Forest, next to Ponyville. I will also be buried with the Alicorn Amulet." I saw Note's face fall. He obviously thought that he was going to inherit the magical artifact.

"As for my position and other possessions, I leave them to my student, Note Taker. That is all." He brightened considerably.

"Would you like me to send the first pony in, then?"

"Yes, please." He walked over to the door, waved Starlight Glimmer in, then closed it behind him.

"You know why I called you here, right?" She nodded. "Good. I know you're usually not one for mushy stuff. I just wanted to give you this." With one weak finger, I lifted a large picture frame to her. She gasped in amazement.

"I'm sorry that I copied Twilight from all those years ago, but I think mine is special too." It had pictures of all the adventures we had, with the Mane Six and the princesses making a few cameos. In the center was one of me and Starlight waving at the camera, when I temporarily took the role of Vice Headmaster. It was before I realized that assisting Twilight at Canterlot would be a full time job.

She wiped a tear with a handkerchief. "Goodbye, Matthew."

"Goodbye, Starlight. Take care of Note Taker for me, huh? Send the Mane Six in, except for Twilight. She'll come last."

The pink unicorn left, replaced with my closest friends. They gathered around, all with somber faces. Even Pinkie Pie's mane had gone straight, signaling how serious the situation was.

"Let's get right to business. I've made a few parting gifts for you." They each received a picture-perfect recreation of their old Elements of Harmony. "I know, call me unoriginal, but I was kind of pressed for time. Hope it's enough."

"Oh, Matthew..." God damnit, Fluttershy! Can't I just not be emotional in peace? "I don't know what we'll do without you! You were always so great, always knowing what to do..."

"Fluttershy, we went over this. I'm the least perfect out of all of you. Applejack was honest when I lied. Rainbow was loyal when I was disloyal. Rarity was generous when I was greedy, and you were kind when I was cruel. And Pinkie, well, she laughed when I couldn't. Now please, before I start crying, get Twilight and the princesses in here." They didn't like it, but denying a dying man's wish is not something you want to do. My final guests were Princess Mi Amore Cadenza from the Crystal Empire, Princesses Celestia and Luna from Silver Shoals, and Princess Twilight Sparkle, Ruler of Equestria.

Twilight launched straight into questions. "Matthew, why are you acting so final? The doctors say you have at least a few months left, and-"

"Twilight, please. Living like this, trapped in a bed, this old isn't living at all. That's why I'm using this." My hand filled with green and black flame. "I'm sure in all your years you know what this is."

"A decay spell. But what does that-" She got what I was going for. "No. No, you can't! I won't let you!"

I looked at the former diarchs. "I can't believe you stayed sane after how many ponies you must've watched die in front of you."

"It is... difficult," Celestia admitted. "We'll help Twilight through this, as will Cadence."

"Good. I can't have her so sad that she can't write a speech for my funeral. Speaking of which, Note Taker has the all the information outside. Twilight, would you minding taking the princesses and looking over the plans? I'll be here when you come back."

"O-ok, Matthew. I'll take a look." All three other royals knew what I was up to. With sad eyes, they each nodded at me, then closed the door. Now for the hard part.

Green flame still in hand, I shoved it into my chest. Almost immediately I felt it eating away at me, leaving nothing but bones. I hated deceiving Twilight like that, but it had to be this way. She'd forgive me someday, and we'd talk again in pony heaven.

"Goodbye, my friends." I folded my burning hands on my exposed ribs, then closed my eyes. My spirit flew skyward, ascending to the next world.

So far above that I couldn't hear the sobs coming from below.


	18. Resurrection

I stood on a fire-burned hellscape, close to a scorched hill. A burned and blacked tree trunk stood at the center of it, and a dark knight leaned against the tree. I remembered things all too clearly; just as I was reaching the green, grassy fields of pony heaven, dark tendrils had grabbed me and sunk me down to this world. I suppose that my bad had far outdone the good in my time at Equestria. Hanging my head, I slowly approached the figure.

"You were a strange host, to say the least." It's voice was monotone and metallic, as fitting for a glowing suit of armor. The red flames burning out of it were similar to the fires all around us.

"Host? What could you possibly mean? I had no parasites in Eques-" The shoe dropped. "You're the Alicorn Amulet, aren't you?"

"Indeed, I am. When I found you in your world, I was ready to influence your mind like I did with that foolish showmare. But you proved too strong for me to manipulate. Of course, it seems that I didn't need to at first. You committed some excellent betrayals all by yourself."

"If you're only here to tell me about my mistakes, then this is worthless."

The knight folded his arms, making me wince at the sound of grinding metal. "No, that is not why I brought you here. I brought you here because you are the first interesting host I've had in centuries."

I arched my eyebrows. "Oh, really?"

"Yes. You have violent, evil urges within you, ones you had to learn to suppress. When you became friends with those ponies, you refused to sacrifice anything on your part, unlike that fool Discord. I can see great evil in you, great potential... and that you also now have the ability to release it whenever you wish."

"So I'm Lawful Evil, then?"

"I suppose that your human reference is correct. So I pulled your spirit to my pocket dimension to give you a deal. I have no worries on whether I will find a new host; eventually somepony with grand illusions of power will dig me up and give me a new body. But I'd rather keep you as my partner. So here is the agreement."

"I will form a body in the mortal world, and place your spirit in it. You will become as immortal as any alicorn princess. You will keep the powers of the Alicorn Amulet. You can rejoin your friends on the surface. But in return, if I so choose, I will be able to exert a much greater influence on you. And, once every moon, I will take full control of your body, and do as I please, with you as the voice in my head. Do we have a deal?"

That was very tempting. To see my friends, to never die, those were things I wanted more then anything. But I didn't want anypony to suffer from the terror I might have unleashed. So I needed to put some bindings on this being. "I accept, on one condition."

"And what would that be?"

"On your night of control, you will never slay or harm any creature in Equestria, or beyond."

There was a moment of silence, and the flames around us dimmed. Then, the knight spoke. "Perhaps you truly have learned from your mistakes. Very well, I vow to abide by your terms. The pact is sealed."

The armor opened, revealing a space for me ringed with flame. I hesitated for a moment, then realized I was dead. What could it possibly do? I climbed in, and the metal plates closed in front of me. Reality distorted, the flames shifted...

Then I was left in complete darkness.

\---

"Princess, news from Ponyville!" Gallus burst into the throne room, out of breath. "Trouble from the Everfree! The Council has sent for your personal aid!"

Twilight was a bit relieved at this news. As a fully grown alicorn, she could handle just about anything from the Everfree Forest. Besides, it would help take her mind off her grief for a while. It had been a week since the funeral, but the loss of her dear friend still clung to her like a spider's web.

Choosing to be practical instead of royal, Twilight instantly teleported to the center of town. The other council members were already waiting. "Alright, so what's going on?"

"It just came out of nowhere!" Rainbow Dash yelled. "All of the sudden there was the big pillar of magic, and then the knight came!"

"The knight?"

"Yeah!" Pinkie Pie bounced around. "He's all big and dark and flamey, and now he's stomping around Ponyville asking for you!" It says it knows you!" Now things were getting a bit confusing. Twilight had lived a long life, but she didn't remember meeting a dark knight.

"We though about fighting it," Applejack continued, "but it seemed like a good idea to see what the feller wanted first."

"Oh, and here he comes!" The sounds of metal clanking came from behind her. The ground shook beneath her hooves as she turned to face the magical construct. It was as tall as she was.

"Twilight... Sparkle..." It continued to approach, coming closer and closer to the group. All the residents of Ponyville had long since fled into their homes.

"What is your business here, knight?" She stomped her hoof and made her horn glow. The armor kept coming.

"Do... you... not... recognize... me?"

"No, I don't. What do you want?"

He paused. "Give... me.. a... moment." His gloved hand coming up, the knight flipped up his visor. It revealed a skeleton, one Twilight had seen not too long ago.

"Ugh, finally. Apparently if you want people to hear you inside that thing, you have to yell it." The voice was his, too. The alicorn's hopes began to rise, though she kept it under control. "Um, I thought you'd be happier to see me."

"It's impossible. Matthew is dead. I saw him buried myself."

He shook his head. "My body is dead. My spirit remains in this suit. The Alicorn Amulet was kind enough to loan me this body." Sure enough, the symbol of the necklace was emblazoned on his chestplate.

"He's back!" All the other ponies raced past Twilight, gathering around Matthew, giving him hugs and the like. His attention wasn't on them, though. His glowing eyes were still focused on Twilight. Lightly brushing off the Council members, he knelt before the Ruler of Equestria.

"I'm still your devoted servant, Twilight. If you'll have me, of course."

Tentatively, she reached out with one long, slender hoof. It was a small hug at first, but then it deepened into a full embrace. The rest of the Mane Six joined in quickly enough. There may be consequences for what Matthew had done, of course. There usually was.

But for now, Twilight had her friend once again.

And she never planned on letting go.


End file.
